I. SPEAKEASY CO. TERMS AND CONDITIONS

Welcome and thank you for visiting www.speakeasyco.com (the “Site”). Speakeasy Co. (“Speakeasy” or “we” or “us” or “our”) is an online platform that specializes in empowering alcohol brands. These Terms and Conditions (“Terms and Conditions”) constitute a legally binding agreement and governs access to and use, by users (“you” or “your”), of the Site and of other retailer websites, social media pages, accounts, and mobile applications owned by or licensed to us (collectively, the “Sites”), any order you place through the Sites and, as applicable, your use of the Products you purchase.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SITES OR PURCHASING ANY SERVICES (AS DEFINED BELOW).

THESE TERMS AND CONDITIONS, AS AMENDED FROM TIME TO TIME AND PUBLISHED AT HTTPS://WWW.SPEAKEASYCO.COM/TERMS-AND-CONDITIONS, AND AS INCORPORATING THE SPEAKEASY PRIVACY POLICY AVAILABLE AT HTTPS://WWW.SPEAKEASYCO.COM/PRIVACY-POLICY (“PRIVACY POLICY”), ARE A LEGAL AGREEMENT BETWEEN SPEAKEASY AND YOU. 

By using the Sites, including, without limitation, by participating in the Services (as defined in Section 2), you hereby agree to these Terms and Conditions, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms and Conditions apply to all users of the site, including without limitation, customers.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SITES, YOU SHALL NOT PLACE AN ORDER, AND YOU SHALL NOT USE ANY PRODUCTS SOLD VIA THE SITES.

We reserve the right to update, change or replace any part of these Terms and Conditions. Your continued use of or access to the Sites following the posting of any changes constitutes acceptance of those changes.

IF YOU SIGN UP FOR A SUBSCRIPTION PROGRAM (AS DEFINED IN SECTION 7), YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT SPEAKEASY’S THEN-CURRENT NON-PROMOTIONAL RATE FOR SUCH SERVICES INDEFINITELY UNTIL AND UNLESS YOU OR SPEAKEASY CANCELS YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 7.

PLEASE MAKE SURE YOU HAVE CAREFULLY READ AND UNDERSTAND THE “ARBITRATION AND WAIVER OF CLASS ACTIONS” PROVISION SET FORTH IN SECTION 21 OF THESE TERMS OF SERVICE, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ACCESSING OR USING OUR WEBSITE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THE ARBITRATION AND WAIVER OF CLASS ACTIONS PROVISION SET FORTH BELOW.

SECTION 1. MINIMUM AGE REQUIREMENT

The Sites are intended for use by adults aged 21 or older and if you use the Sites, you represent and warrant that:

(a) you are at least twenty-one (21) years of age;

(b) the recipient of any alcoholic beverage purchase you may make is at least 21 years of age;

(c) all registration information you submit to Speakeasy is truthful and accurate;

(d) you will maintain the accuracy of such information; and

(e) your use of the Sites and purchase of Services does not violate any applicable law or regulation.

In no event shall you use the Sites nor the Services, nor make a purchase or purchase a gift for someone else if you are under the age of 21, nor may you do any of the foregoing activities for the benefit, or on behalf, of any person under the age of 21. We may refuse to register any person, or service any order at any time, in our sole discretion.

In accordance with these minimum age requirements, you hereby represent that you are legally entitled to take possession of the alcoholic beverages in the quantities ordered, and you are of legal purchase age under applicable laws. See Section 4 regarding age verification requirements at the time of delivery.

SECTION 2. SALE OF ALCOHOLIC BEVERAGES

Our role in the transactions contemplated by these Terms and Conditions is that of a marketing and service provider that enables you, the customer, to purchase alcohol and related products from Licensed Retailers via the Sites (“Services), and to participate in the Services and/or any other product offers offered on the Sites. The sale and delivery of orders are executed and fulfilled by licensed third-party retailers that hold valid licenses issued by state (or other applicable jurisdiction) alcohol beverage agencies allowing for the legal sale of alcohol ("Licensed Retailers”). You acknowledge that you are purchasing alcoholic beverages from a Retailer licensed in the jurisdiction in which it is licensed, and not from Speakeasy. Thus, all orders of alcohol and related products you place through the use of the Sites are processed and fulfilled by such Licensed Retailers, as the actual sellers of the Products. Any purchase you make through the use of the Sites from the Licensed Retailers must be for personal consumption only and not for resale. In the unlikely event that a particular product is unavailable at time of shipping, the Licensed Retailer may substitute a product of similar style and of equal or greater value in your shipment.

SECTION 3. ACCOUNT REGISTRATION

To use the Sites and/or the Services, you will be asked to provide personally identifiable information, or PII, such as your name, address, phone number, shipping address, email address, date of birth, and payment information (collectively, the "PII") as well as a password in order to make a purchase and create a personal account with us (an "Account").

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT OCCUR IN ASSOCIATION WITH YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU. Please review our Privacy Policy regarding the PII we collect, use and share, and the terms of such collection, use and sharing. You are responsible for, and agree to pay promptly, all charges to your Account including applicable taxes and purchases by you or anyone you allow to use your Account. You represent and warrant that all PII you provide in connection with registering your Account is complete, accurate and non-fraudulent, and that you are authorized to use the method of payment you provide in connection with your use of the Services. We reserve the right to contact the service provider of your method of payment to conduct fraud or security checks.

You agree to notify Speakeasy immediately of any unauthorized use of your Account or any other breach of security and to provide properly documented evidence as requested by Speakeasy. You acknowledge and agree that you may never use another customer's Account without their prior approval, and you may not allow anyone else to use your Account at any time. You agree that Speakeasy will not be liable for any loss you may incur as a result of someone else using your password or Account, either with or without your knowledge, and you further agree that you will be liable for losses incurred by Speakeasy or another party due to someone else using your Account or password. If you create an Account, you agree to provide Speakeasy current, complete, true and accurate information, and you also agree to review and update your Account as and when necessary to maintain the most current PII.

SPEAKEASY RESERVES THE RIGHT TO TERMINATE, SUSPEND, MODIFY OR DELETE YOUR ACCOUNT AND/OR ACCESS TO THE SITE AND/OR THE SERVICES AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE TO YOU, INCLUDING BUT NOT LIMITED TO A VIOLATION OF THE TERMS AND CONDITIONS. SPEAKEASY ALSO RESERVES THE RIGHT TO CHANGE OR DISCONTINUE ANY SERVICE OR FEATURE PROVIDED BY SPEAKEASY, INCLUDING, WITHOUT LIMITATION, THE SITE AND THE SERVICES, AT ANY TIME AND WITHOUT NOTICE. YOU AGREE THAT SPEAKEASY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY SUCH TERMINATION, SUSPENSION, CHANGE OR DISCONTINUANCE.

SECTION 4. ORDERS, SHIPPING, AND DELIVERY

If you are an adult over the age of 21, you may make an offer to purchase alcoholic beverages or associated non-alcoholic merchandise (the “Products”) using the Sites from the Licensed Retailers. Prices displayed on the Sites are not controlled by Speakeasy and are subject to change without notice at any time. Licensed Retailers may choose to accept or reject any offer to purchase the Products due to lack of availability, inability to verify your age, or any other reason. If your offer to purchase the Products is declined in full or in part for any reason, you will receive a refund for any portions of your order that are declined by the Licensed Retailer.

You are solely responsible for picking up or arranging for shipping or delivery of your alcohol beverages. You may direct Speakeasy and/or the Licensed Retailer to act as your agent to arrange shipping or delivery of the purchased Product. You are fully responsible for ensuring that the purchase, transportation, shipping and delivery complies with local, state and federal laws. You are solely responsible for obtaining any required permits, authorizations, or approvals to purchase, ship and/or deliver the Product and are responsible for paying any required fees or costs. The Licensed Retailer will only ship your Products at your request and direction. Shipping and handling fees are NOT included with your order. Shipping dates and/or arrival times given are only estimates. Refunds are at the sole discretion of the retailer.

All deliveries must be signed for by an individual who is capable of proving that he or she is 21 years of age or older by providing a valid form of identification at the time of delivery. If there is no individual 21 years of age or older to accept the delivery, the delivery will not be able to be completed at that time. After three failed delivery attempts, the package will be returned to the Licensed Retailer and your credit card will be charged an additional fee in order to receive the package.

We reserve the right to refuse delivery for any reason, including without limitation, the failure to verify age at the time of delivery. Packages cannot and will not be left unattended for any reason.

SECTION 5. TITLE AND OWNERSHIP

Title to, and ownership of, all alcohol passes from a Licensed Retailer to you in the state or other jurisdiction where the Retailer is licensed. You are assuming all responsibility for the shipping of the product. Title and risk of loss or damage for such products will pass to you upon your purchase of the product. Further, you acknowledge and agree that your purchase of alcohol (including, Products) through the Sites is for personal consumption and not for resale.

SECTION 6. PAYMENT

Your credit or debit card will be charged by the Licensed Retailer for alcohol beverages or by Speakeasy for non-alcohol beverages immediately upon checkout. If you pay fees to Speakeasy for the purchase of any goods or services (Speakeasy does not sell alcohol), you agree to provide Speakeasy (or Speakeasy’s payment agent) with current, complete, true and accurate billing information, such as your credit card or other payment system number and expiration date. You may choose to store your payment information within your Account, if elected. All such payment information will be stored in accordance with Speakeasy’s Privacy Policy. We will not process orders that attempt to use an incorrect, expired, or over-the-limit credit card. However, in the event such an order is processed, we reserve the right to collect funds for any uncollected transactions owed. If you fail to pay any fees or charges when due or if a re-delivery fee or restocking fee is imposed, we may charge such amount directly to the credit card identified in your Account and may suspend or terminate your access to the Services, including your subscription. You are fully liable for and agree to pay all charges to (or incurred by) your account, including applicable taxes, in accordance with these Terms and Conditions. You represent to Speakeasy that you are an authorized user or an authorized user of the chosen payment method used to pay all fees that you incur plus all applicable taxes. You shall be responsible and liable for any fees, including attorneys' fees and collection costs, that we may incur in our efforts to collect any unpaid balances from you. Your right to use the Services is subject to limits established by us and/or by your credit card issuer.

Speakeasy may provide links to other websites. Some of these websites may charge separate fees, which are not included in any subscription or other fees that you may pay to Speakeasy. Speakeasy may also provide access to third-party vendors who provide information, goods, and/or services on the Sites or the Internet. Any separate charges or obligations that you incur in your dealings with these third parties are your responsibility. Speakeasy makes no representation or warranty regarding any information, goods or services provided by any third-party.

We use a third party payment service in lieu of directly processing your credit card information. By submitting your credit card information, you grant Speakeasy Co. and the Licensed Retailer the right to store and process your information with the third party payment service, which may change from time to time; you agree that neither Speakeasy Co. nor the Licensed Retailer will be responsible for any failures of the third party payment service to adequately protect such information. All financial matters regarding your information are subject to the conditions of the third party payment service provider's terms of service. You acknowledge that we may change the third party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.

SECTION 7. SUBSCRIPTION PROGRAM

If you sign up for a periodic subscription, each period, among other things and depending on the specifics of the then-current subscription offering, a Licensed Retailer may ship you a package with the then-current subscription items (e.g., samples of Products, other samples, merchandise, recipes, instructions, and/or other ingredients) (a "Subscription Program"). Each period of your subscription, the selection of Products may change. Accordingly, Speakeasy Co. cannot guarantee that a selection of any such products available in a particular timeframe will be available in any subsequent timeframe.

To sign up for a Subscription Program, you must register as a member on the Sites. To register, you can simply provide the information required in our registration forms, which can be accessed through the Sites. All information that you provide to us is subject to the Privacy Policy. You are responsible for keeping your registration information accurate and up-to-date.

If you sign up for a Subscription Program, you acknowledge and consent to being charged a recurring payment and you accept responsibility for all recurring charges (including the subscription fee for the subsequent renewal term and any sale or similar taxes that may be imposed on your subscription payment) prior to the cancellation of your membership.

You may cancel your subscription at any time by submitting your request to cancel through the Site. Additionally, we may terminate your membership, without notice, for any reason.

Your subscription will be automatically renewed for successive renewal periods of the same duration as the subscription period originally selected, at the then-current non-promotional rate, for an indefinite time until cancelled by you or us.

The Subscription Program terms herein incorporate the terms of the particular Subscription Program as described in the subscription and checkout pages of the Sites. See the subscription page for a description of the current subscriptions and prices on the Sites. Note that any payment terms presented to you in the process of using or signing up for a paid subscription are deemed part of this Agreement.

SECTION 8. SUBSCRIPTION PROGRAM REFUNDS

Each subscription automatically renews following the end of the previous period’s subscription. To avoid being charged for next period and cancel the next period’s shipment, you must submit your request to cancel through the Site prior to the end of the current subscription period.

All cancellation requests received after the end of the subscription period will apply to the following subscription period. No prorated refund of any portion of the subscription fee paid for the then-current subscription period will be given.

IF YOU DO NOT CANCEL YOUR PERIODIC SUBSCRIPTION PRIOR TO THE END OF THE SUBSCRIPTION PERIOD, YOU WILL BE CHARGED FOR RENEWING THE SUBSCRIPTION. UPON RENEWAL OF YOUR SUBSCRIPTION, IF SPEAKEASY DOES NOT RECEIVE PAYMENT FROM YOUR PAYMENT PROVIDER, (A) YOU AGREE TO PAY ALL AMOUNTS DUE ON YOUR ACCOUNT UPON DEMAND AND (B) YOU AGREE THAT SPEAKEASY MAY EITHER CANCEL OR SUSPEND YOUR SUBSCRIPTION AND CONTINUE TO ATTEMPT TO CHARGE YOUR PAYMENT PROVIDER UNTIL PAYMENT IS RECEIVED (UPON RECEIPT OF PAYMENT, YOUR ACCOUNT WILL BE ACTIVATED AND FOR PURPOSES OF AUTOMATIC RENEWAL, YOUR NEW SUBSCRIPTION COMMITMENT PERIOD WILL BEGIN AS OF THE DAY PAYMENT WAS RECEIVED).

If we terminate your membership or periodic subscription, we will refund prorated fees you paid for the periodic subscription that you have not yet received. You can re-subscribe at any time but we reserve the right to not permit re-subscription where we have previously elected to terminate a subscription by you.

SECTION 9. PROMOTIONAL EMAILS

When you first subscribe or make a purchase through the Sites, you agree to receive transactional and promotional emails from us. These emails may include, but are not limited to, tasting notes or recipes, promotional offers, subscription information or other offers. We will never rent, sell or share your email address except to the limited extent set forth in the Privacy Policy or otherwise in these Terms and Conditions. You may unsubscribe at any time by terminating your Account as described in Section 8 (Automatic Subscription Renewal).

SECTION 10. PRIVACY AND SECURITY

You understand that any information provided by you or collected by Speakeasy in connection with your use of the Sites and Services will be used in the manner described in these Terms and Conditions and in Speakeasy’s Privacy Policy. If you do not agree to the Privacy Policy, you may not use the Services. Without limiting the terms of the Privacy Policy, you understand that Speakeasy does not guarantee that your use of the Services and/or the information provided by you will be private or secure, and Speakeasy is not responsible or liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services.

SECTION 11. NOTICE

Notices to you may be made via posting to the Sites, by email, or by regular mail, in Speakeasy’s discretion. Speakeasy also may provide notices of changes to these Terms and Conditions or other matters by displaying such notices or by providing links to such notices on the Sites. Without limitation, you agree that a printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as set forth in the Privacy Policy, any written notice to Speakeasy Co. must be given by: (1) a written letter sent by express carrier (e.g. FedEx or UPS); or (2) by certified mail, postage prepaid, return receipt requested, to Speakeasy Co., in which case notice will be deemed sufficient three days after the mailing date.

SECTION 12. MODIFICATION

You are responsible for regularly reviewing the Terms and Conditions, as the Terms and Conditions may be modified at any time, at our sole discretion, without specific notice to you; provided, however, that (a) any amendment or modification to the provisions applicable to dispute resolution shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions shall not apply to any charges incurred prior to the applicable amendment or modification (as the Terms and Conditions in effect at the time of the subject dispute or incurred changes shall govern, as applicable). The latest version of these Terms and Conditions will be posted to the Site, and you should review these Terms and Conditions prior to using the Sites. Any such changes to these Terms and Conditions will become effective immediately upon posting, and your continued use of the Sites and your Account following such notification will be deemed confirmation of your acceptance of such changes. You will not be eligible for any compensation because you cannot use any part of the Sites or because of a failure, suspension or withdrawal of all or part of the Sites. If you are dissatisfied with any modification to the Terms and Conditions, your only remedy is to terminate your use of the Sites, as described in Section 8 (Automatic Subscription Renewal) of these Terms and Conditions

SECTION 13. ACCEPTABLE USE POLICY; PROHIBITED USES

You hereby agree that you are solely responsible for your conduct in connection with your use of the Sites and Services and for any and all acts and omissions that occur under your Account or password. In connection with your use of the Sites and Services, you further agree not to engage in any of the following prohibited activities: (a) create an Account or make any purchase if you are under twenty-one (21) years of age; (b) interfere with or inhibit the use of the Sites or Services by other users; (c) use the Sites or Services for commercial purposes for yourself and/or third parties (for example, by selling, or attempting to sell, your purchases to others, etc.); (d) create an Account using a false identity, alter-ego, by impersonating a third party, or creating any other false account; (e) interfere with, disrupt, or attempt to gain unauthorized access to other Accounts on the Sites or any other computer network (or attempt to gain unauthorized access to the Sites or any of the Services); (f) use the Sites or Services in a manner that could damage, disable, overburden, or impair any Speakeasy server or the network(s) connected to any Speakeasy server; (g) copy, reverse engineer, or attempt to derive the source code of any part of the Sites; (h) post any comment or product review on the Sites or Social Media Pages that is private, libelous, harassing, abusive, obscene, vulgar, sexually explicit, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or is unrelated to our products or services or is clearly false or misleading; (i) disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property of any person; (j) disseminate or transmit viruses, Trojan Horses, or any other malicious code or program; (k) collect or aggregate information regarding other users’ actions relating to the Sites or Services or (l) use the Sites or Services in a manner or engage in any other activity that would violate any of the terms and conditions contained in these Terms and Conditions or any applicable laws. You may not, under any circumstances, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, adapt, translate, transfer, buy, auction, rent, lease, loan, or sell any Content, or other materials appearing in or generated by the Site or Services, or any information obtained from the Site or the Services, without Speakeasy’s prior express written consent.

Violation of the foregoing restrictions will result in immediate termination of your Account, and may potentially subject you to further liability. We may investigate any reported violation of these Terms and Conditions and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, closing your Account, suspending future shipments under your membership or gift purchase, unilaterally removing posted content and/or reporting any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.

SECTION 14. LIMITED LICENSE; CONTENT

Provided that you comply with these Terms and Conditions, we grant you the limited, revocable, nonexclusive, nonassignable, nonsublicensable right to access and make use of the Sites as a user, through a generally available web browser or mobile device, to view information and to use Speakeasy’s Services.

The Sites, including, without limitation, the Content, are owned by or licensed to us. “Content” includes, without limitation, data, images, drawings, photographs, video, audio, text, graphics, logos, user reviews, and any and all other material and information you see on the Site and/or the Services, whether provided by Speakeasy or by users of the Services, and including software, trademarks, service marks and trade names incorporated in the Sites. ALL USE OF CONTENT IS PROVIDED “AS IS” AND AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT ALL CONTENT IS THE PROPERTY OF SPEAKEASY AND ITS LICENSORS AND THAT YOU HAVE NO INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN ANY CONTENT, REGARDLESS OF WHETHER THAT CONTENT WAS PROVIDED BY SPEAKEASY, YOU, OR ANOTHER USER OF THE SERVICES.

You acknowledge that the Content, Services and Site are protected by copyrights, trademarks, and other proprietary rights owned by Speakeasy, and its licensors, including rights to the selection, coordination, arrangement, and enhancement of such Content, and that these rights are valid and protected in all media existing now or later developed. Except as expressly provided herein, Speakeasy and its licensors do not grant you any express or implied rights, and all right, title and interest that Speakeasy has in the Site and/or the Services, that are not expressly granted by Speakeasy to you, are retained by Speakeasy. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, exploited, or sold in any form or by any means, in whole or in part, without Speakeasy’s prior written permission, except that the foregoing does not apply to your own posted submission.

You agree that you may not upload or otherwise transmit on or through the Service and/or Sites any Content that is subject to any third-party rights, unless any holder of such rights has given express authorization for distribution on the Sites and/or the Services.

You agree that any Content you submit does not create an obligation for Speakeasy to provide you any payment or other remuneration. If and to the extent you are deemed to have retained, under applicable law, any right, title or interest in or to any portion of the Content, you hereby transfer, grant, convey, assign, and relinquish exclusively to Speakeasy all of your right, title, and interest in and to the Content, without reservation and without additional consideration, under applicable patent, copyright, trade secret, trademark, and other similar laws or rights, in perpetuity, and in the alternative to the extent such assignment is ineffective under applicable law, you hereby grant to Speakeasy, the exclusive, irrevocable, sublicensable, transferable, worldwide, paid-up license to reproduce, fix, adapt, modify, translate, reformat, create derivative works from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice the Content, all modified and derivative works thereof, all portions and copies thereof in any form, all inventions, designs, and marks embodied therein, and all patent, copyright, trade secret, trademark, and other intellectual property rights thereto, and/or to incorporate the same in other works in any form, media, or technology now known or later developed. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in the Content.

SECTION 15. THIRD-PARTY SERVICERS

You may have contact or other interaction with third parties by clicking third-party links on our Sites and being directed to third-party websites (the "Third-Party Servicers"). Speakeasy provides links to the Third-Party Servicers only as a matter of convenience, and the inclusion of any link does not imply an endorsement by Speakeasy of any Third-Party Servicers. You acknowledge and agree that you are proceeding at your own risk and any such Third-Party Servicers are not under our control. We shall be in no way responsible or liable, directly or indirectly, for any acts, omissions, breaches, representations or warranties made by any such Third-Party Servicers, or for any losses, injuries, or other damages you incur in connection with your contact or other interaction with them, including the content on, or the privacy practices of, such Third-Party Servicers. If you visit the website of, or submit information to, any Third-Party Servicer, your visit and the information you submit are at your own risk, and are governed by the terms and conditions and the privacy statement of that Third-Party Servicer. We encourage you to carefully read the privacy statements of any website you visit.

You assume all risks, known or unknown, now existing or hereafter arising, related to the transactions with the Third-Party Servicers, including, but not limited to, completing transactions, default, negligence, unauthorized use of your Account and password, and other users acting under false identity. You acknowledge that Speakeasy is not a party to any possible future disputes between you and the Third-Party Servicers. Resolution of any dispute is the full and sole responsibility of the involved parties, and Speakeasy will not act as a mediator between them. You release Speakeasy, its agents, representatives, and employees, from all claims, demands and damages, direct and indirect, suspected and unsuspected, arising from any such dispute.

SECTION 16. DISCLAIMER AND LIMITS ON LIABILITY

YOU REPRESENT THAT YOU ARE ENTERING THIS AGREEMENT WITHOUT RELYING UPON ANY SPEAKEASY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE SITES AND THE CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, SYSTEM RELIABILITY, NON-INTERFERENCE, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES THAT MAY BE IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE EXTENT PERMITTED BY LAW. YOUR ACCESS TO AND/OR USE OF THE SITES, SERVICES AND CONTENT IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL SPEAKEASY CO. OR ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS RELATING TO THE PURCHASE, SALE, DELIVERY AND/OR CONSUMPTION OF THE ALCOHOLIC BEVERAGE OR ANY CONSEQUENCES WHICH MAY RESULT THEREOF.

THE PRODUCTS AND SERVICES OFFERED THROUGH THE SITES ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, SYSTEM RELIABILITY, NON-INTERFERENCE, MERCHANT ABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES THAT MAY BE IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESS DISCLAIMED TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT THIS DISCLAIMER OF WARRANTIES IN THIS SECTION IS NOT APPLICABLE TO RESIDENTS OF THE STATE OF NEW JERSEY.

YOU ASSUME COMPLETE RESPONSIBILITY, WITHOUT ANY RECOURSE AGAINST SPEAKEASY, FOR THE SELECTION OF THE SITES AND SERVICES TO ACHIEVE YOUR INTENDED RESULTS AND FOR USE OF THE RESULTS OBTAINED FROM THE SITES AND SERVICES. SPEAKEASY DOES NOT WARRANT THAT THE SITES AND SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITES AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW SPEAKEASY SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST ASSETS, LOST EARNINGS, LOSS OF GOODWILL, LOSS OF REPUTATION, COST OF REPLACEMENT OF GOODS OR SERVICES, LOST DATA, INTERRUPTION OR LOSS OF USE OF SERVICE, LOSS OF BUSINESS OPPORTUNITY, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITES OR SERVICES, YOUR PLACEMENT OR DELIVERY OF ORDERS OF ALCOHOL, MEMBERSHIPS OR GIFTS, OR YOUR USE OF THE PRODUCTS OR SERVICES OFFERED THROUGH THE SITES EVEN IF IT HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO THE EXTENT THAT THE LIABLE PARTY IS NOT PERMITTED TO DISCLAIM OR LIMIT ITS LIABILITY UNDER APPLICABLE LAW.

SECTION 17. ERRORS AND INACCURACIES

We strive to provide complete, accurate, up-to-date information on our Sites. Unfortunately, despite those efforts, human or technological errors may occur. For example, our Sites may contain typographical errors, inaccuracies, or omissions, some of which may relate to pricing and availability, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions, including after an order has been submitted, and to change or update information at any time without prior notice. However, we undertake no affirmative obligation to update, amend or clarify information in the Service or on any related website, except as may be required by law. In addition, you acknowledge that the particular technical specifications and settings of your computer and its display could affect the accuracy of its display of the colors and look of products offered on the Sites.

SECTION 18. UNLAWFUL ACTIVITY

We reserve the right to investigate complaints we may receive in connection with your use of the Sites, your Account, or placement of orders of any alcohol. Without limiting the generality of the foregoing, we may report any suspected illegal activity to law enforcement officials and regulatory bodies, and in doing so, may disclose any relevant information to such officials and/or regulators, including, without limitation, your PII, IP address(es), and your Sites usage history as provided in our Privacy Policy.