Merchant of Record
Terms and Conditions.

1.Definitions

Capitalized terms have the meanings below or where they are defined elsewhere in these Terms.

"Acceptance Date" means the date you first accept these Terms by any method described above.

"Addendum" or "State Operating Addendum" means the state-specific addendum, in the form of Exhibit A, that enables you to receive Orders for a particular Destination State and sets the state-specific requirements for them. A separate Addendum applies to each Destination State.

"Applicable Law" means all federal, state, county, municipal and tribal laws, regulations, rules, orders, advisories and written guidance that apply to a party or to an Order. This includes alcoholic-beverage control laws, tied-house and trade-practice rules, tax laws, consumer-protection, privacy and data-security laws, and payment-network rules.

"Approved Carrier" means a common carrier or delivery method listed in the applicable Addendum as authorized to deliver alcoholic beverages to the Destination State with in-person age verification and an adult (21+) signature at delivery. It also includes your own licensed delivery personnel where the Addendum permits them.

"Brand" means a producer, importer, or brand owner of alcoholic beverages that runs a Brand Site through which consumers reach the Platform checkout.

"Brand Site" means a Brand's own consumer-facing website, including any first-party subdomain that hosts the Platform checkout.

"Compliance Engine" means DirectAlcohol's proprietary software that makes the Legality Determination for every proposed Order. It evaluates product type, quantity, destination address, per-consumer and per-license volume limits, dry and restricted jurisdictions, license standing, and the requirements of the applicable Addendum. It is described further in Section 5.

"Consumer" means the individual who places an Order through the Platform.

"Destination State" means the state, district, or territory in which an Order is to be delivered.

"Fee Schedule" means the schedule of fees in Exhibit B, as amended under Section 10.

"Fulfillment Location" means your licensed premises, or another location approved in the applicable Addendum, from which Orders for a Destination State are picked, packed, and handed to an Approved Carrier.

"Legality Determination" means the Compliance Engine's pre-payment decision of whether a proposed Order may be lawfully sold by you and delivered to the Consumer's destination address.

"Licenses" means all federal, state, and local licenses, permits, registrations, and approvals you need to sell, ship, and deliver alcoholic beverages as contemplated by each Addendum. This includes any retail license, direct-shipper or retailer-shipping permit, and delivery authorization.

"Merchant Account" means the payment account opened in your legal name with the Payment Processor. It is controlled by you and connected to the Platform.

"Order" means a Consumer's purchase of one or more Products that you accept through the Platform.

"Order Record" means the electronic record of an Order kept by the Platform. It includes the Legality Determination, the age-verification results, payment and tax data, fulfillment and delivery events, and the adult-signature capture.

"Payment Processor" means the third-party payment service provider through which Orders are charged to your Merchant Account, currently Stripe, Inc. and its affiliates.

"Platform" means DirectAlcohol's software and services, including the embedded checkout, the Compliance Engine, order routing, the payment integration, Order Records, reporting, dashboards, APIs, and related documentation.

"Products" means Alcoholic beverages, and any permitted non-alcoholic accessories, that you offer for sale through the Platform.

"Regulator" means any governmental authority with jurisdiction over alcoholic beverages, taxes, payments, or consumer protection, including state alcoholic-beverage control agencies, the Alcohol and Tobacco Tax and Trade Bureau (TTB), state attorneys general, and taxing authorities.

2.Acceptance, Eligibility and Authority

2.1Eligibility. You may use the Platform only if you (a) are a business entity in good standing in your state of organization; (b) hold every License required by each Addendum you enter into; (c) have completed DirectAlcohol's onboarding, including License verification, identity and beneficial-ownership checks, and Merchant Account setup; and (d) are not barred under Applicable Law from holding an alcoholic-beverage license or from the transactions described in these Terms.

2.2Authority. The individual accepting these Terms on your behalf represents that they are authorized to bind you. That person must be an owner, officer, or manager listed on your License or otherwise authorized under it.

2.3Onboarding Information. You will give DirectAlcohol accurate and complete information about your business, Licenses, owners, officers, and Fulfillment Locations, and will keep it current. DirectAlcohol may independently verify any of this information with the issuing Regulator and may decline or delay enablement until it is verified.

2.4Enablement Is State-by-State. Accepting these Terms does not by itself enable you to receive Orders. You are enabled for a Destination State only when (a) an Addendum for that state has been signed by both parties, and (b) DirectAlcohol has confirmed in the Platform that your Licenses for that state are active and verified.

3.Nature of the Relationship

3.1You Are the Seller and the Merchant of Record. For every Order you are (a) the licensed retail seller of the Products; (b) the merchant of record for the Consumer's payment; and (c) the party whose License authorizes the sale. Your legal or trade name will appear to the Consumer as the seller at the product-detail page, in the checkout, on the receipt, and on the Consumer's card statement (for example, "Sold and shipped by [Merchant]").

3.2DirectAlcohol Is a Technology Service Provider Only. DirectAlcohol provides software and technology services. DirectAlcohol (a) does not hold, and is not required to hold, any alcoholic-beverage license; (b) is not a seller, buyer, importer, wholesaler, retailer, or fulfillment house of alcoholic beverages; (c) never takes title to or possession of any Product; (d) does not set, and has no right to set, Product prices; (e) does not receive, hold, control, or disburse the proceeds of any alcohol sale; and (f) is not compensated by any share or percentage of alcohol sales. DirectAlcohol is compensated only through the fees in the Fee Schedule.

3.3You Keep Control of the Licensed Business. As the licensee, you have final authority over, and responsibility for, (a) the prices at which you sell Products; (b) whether to accept or reject any Order; (c) the direction of fulfillment from your Fulfillment Location; (d) your Merchant Account and the funds in it; and (e) your compliance with your Licenses. Nothing in these Terms, the Platform, or any arrangement with a Brand gives DirectAlcohol or any Brand control over your licensed business. Any provision that would have that effect is to be read as advisory only.

3.4Brands. Brands are independent third parties. They are not parties to these Terms and are not DirectAlcohol's agents. Any purchase of Products by you, and any arrangement between you and a Brand or its distributor, is governed by separate agreements you enter into. Those agreements must comply with Applicable Law, including tied-house and trade-practice rules. DirectAlcohol is not a party to them.

3.5Independent Contractors. The parties are independent contractors. These Terms create no partnership, joint venture, franchise, employment, or agency relationship, except the limited agency expressly described in Section 9.4 for evidence submission and technical order processing. DirectAlcohol has no authority to bind you to any sale, and you have no authority to bind DirectAlcohol.

4.Your Licenses and Compliance Obligations

4.1Maintain Your Licenses. You will obtain and keep in force, at your own cost, every License required for each Destination State in which you are enabled. You will pay all license fees, renewal fees, and bonds when due.

4.2Notice of Changes. You will notify DirectAlcohol in writing within one (1) business day after you learn of any of the following: (a) any suspension, revocation, lapse, non-renewal, restriction, or conditional status of any License; (b) any accusation, notice of violation, cease-and-desist letter, subpoena, audit, or investigation by a Regulator relating to alcohol sales, shipping, delivery, or taxes; (c) any change in ownership, control, officers, or licensed premises; or (d) any change to a Fulfillment Location. On receiving that notice, DirectAlcohol may immediately suspend Order assignment for the affected states under Section 24.2.

4.3Compliance with Law. You will comply with Applicable Law in operating your licensed business and in performing these Terms. This includes rules on sourcing, storage, labeling, advertising, pricing, sales to minors and intoxicated persons, delivery, recordkeeping, and tax collection and remittance.

4.4No Sales Outside Your Authority. You will not accept, and will instruct your personnel not to accept, any Order that you know or reasonably believe cannot lawfully be sold or delivered under your Licenses. This applies even if the Compliance Engine has approved it.

4.5Your Compliance Contacts. You will designate at least one compliance contact who can be reached during business hours to respond to Order holds, Regulator inquiries, and License matters.

5.The DirectAlcohol Compliance Engine

5.1Proprietary, Exclusive Legality Verification. Every proposed Order is evaluated by the Compliance Engine, which is DirectAlcohol's own proprietary software, before any payment is authorized or captured. The Compliance Engine is the only system the Platform uses to verify whether a sale and shipment are lawful. DirectAlcohol does not use, license, or rely on any third-party compliance software, rules database, or shipping-legality service to make Legality Determinations. You may not require DirectAlcohol to integrate or rely on one.

5.2What the Compliance Engine Evaluates. For each proposed Order, the Compliance Engine evaluates at least the following: (a) whether the Destination State is covered by an executed Addendum under which you are enabled; (b) the product category, alcohol content, container size, and quantity; (c) state, county, and municipal permissions for the destination address, including dry and restricted jurisdictions; (d) per-Consumer, per-household, per-shipment, and per-License volume limits, measured against the Platform's ledger of prior Orders; (e) the current status of your Licenses as recorded on the Platform; (f) whether the Fulfillment Location and Approved Carrier listed in the Addendum can serve the destination; and (g) any additional restrictions in the applicable Addendum.

5.3Fail-Closed Operation. The Compliance Engine is designed to fail closed. If a Legality Determination cannot be completed for any reason, the proposed Order is blocked and no payment is taken. This includes missing or ambiguous data, an outage, a rules conflict, or a License-status discrepancy. A blocked Order is never routed to you.

5.4Rules Maintenance. DirectAlcohol will use commercially reasonable efforts to keep the rules used by the Compliance Engine accurate and current. This includes (a) monitoring changes in statutes, regulations, and published Regulator guidance for each state covered by an executed Addendum; (b) putting material changes into effect before their effective date, or, if that is not reasonably possible, within [five (5)] business days after they are published; and (c) suspending Order routing to a Destination State while a material change is under review, if it is unclear whether Orders may continue lawfully. DirectAlcohol will keep a dated change log of rule updates and will make the entries relevant to you available on request.

5.5Your Duty to Inform. If you learn of a change in law, a Regulator interpretation, or a condition on your Licenses that could affect Legality Determinations, you will tell DirectAlcohol promptly. DirectAlcohol will then put a corresponding restriction into effect for your Orders. You may at any time ask DirectAlcohol to apply restrictions to your Orders that are stricter than the Compliance Engine's defaults, such as excluding a product category, ZIP code, or state. DirectAlcohol will implement the request within [two (2)] business days.

5.6No Circumvention. You will not, and will not permit anyone acting for you to, bypass, override, disable, or route Orders around the Compliance Engine. Every sale made under these Terms must pass through the Platform.

5.7Your Right to Refuse Remains. A Legality Determination approving an Order is a condition to your receiving the Order, not a direction to accept it. You keep the absolute right to refuse or cancel any Order before fulfillment, including under Section 4.4.

5.8A Tool, Not Legal Advice. The Compliance Engine is a technology tool that applies rules DirectAlcohol has encoded, based in part on guidance from DirectAlcohol's own counsel. Legality Determinations, reports, and other Platform outputs are not legal or tax advice to you. You should rely on your own counsel for advice about your Licenses. As between the parties, responsibility for Compliance Engine errors is allocated only as set out in Sections 21 and 22.

6.Orders

6.1Routing. DirectAlcohol will route to you only Orders that (a) have received an approving Legality Determination, (b) are for a Destination State in which you are enabled, and (c) can be fulfilled from a Fulfillment Location approved in the applicable Addendum. Nothing in these Terms guarantees you any minimum number of Orders. Where more than one retailer is enabled for a destination, routing follows the objective criteria in the applicable Addendum.

6.2Acceptance. You may accept Orders individually through the Platform, or by standing instruction to accept all Orders that meet criteria you set, such as products, price lists, and quantity limits. You may change or revoke a standing instruction at any time, with prospective effect. An Order is formed between you and the Consumer, not with DirectAlcohol or any Brand, when you accept it.

6.3Pricing and Product Listings. You set the retail price of each Product you offer through the Platform. The Platform will display your prices to Consumers as you set them. You are responsible for the accuracy of Product information you supply or approve for display, and for compliance with any Applicable Law on minimum pricing, price posting, discounts, and promotions. You will not offer free or below-cost shipping, delivery, or other inducements where Applicable Law prohibits it.

6.4Order Limits and Cancellations. You or DirectAlcohol may cancel an Order before shipment if (a) a Legality Determination is later found to be in error; (b) the Consumer fails age verification; (c) fraud is suspected; (d) the Product is unavailable at the Fulfillment Location; or (e) completing the Order would violate Applicable Law. Any payment will be refunded to the Consumer under Section 12.

7.Age and Identity Verification

7.1Three Verification Gates. Every Order is subject to three age-verification gates: (a) Website gate: a 21+ age attestation before the Consumer can shop on the Brand Site; (b) Checkout gate: before payment, the Platform verifies through its age-verification process that the purchaser is at least 21 years old, and falls back to document verification where needed. A failed or incomplete check blocks the Order and no payment is taken; and (c) Delivery gate: at delivery, the Approved Carrier or your delivery personnel checks a valid government-issued photo ID in person and obtains the signature of an adult aged 21 or over.

7.2No Unattended Delivery. No Order may be released without the in-person ID check and adult signature described in Section 7.1(c). This means no signature waiver, no leave-at-door, no delivery to an apparently intoxicated person, and no delivery to anyone other than an adult aged 21 or over. Packages that cannot be delivered in compliance with this Section must be returned to the Fulfillment Location.

7.3Records of Verification. The results of each verification gate, with time stamps and the adult-signature capture, are stored in the Order Record and are available to you at any time. They can be produced to a Regulator under Section 13.

7.4Responsibility. Each verification step is the responsibility of the party that performs or controls it. DirectAlcohol is responsible for the checkout gate as performed by the Platform. You are responsible for the delivery gate, whether it is performed by your personnel or by an Approved Carrier engaged by you or on your behalf. You are also responsible for enforcing it against that carrier. The Brand is responsible for the website gate on its Brand Site. Sections 21 and 22 allocate the related indemnities.

8.Inventory, Title and Fulfillment

8.1You Own Your Inventory. You will buy all Products you sell through the Platform in your own name, through the channels Applicable Law requires for the Destination State and the Fulfillment Location. Where the law requires, this means purchase from a licensed wholesaler or distributor, as specified in the applicable Addendum. You will hold genuine title to, and bear the risk of loss of, that inventory before sale. No Product will be supplied to you on consignment, on a sale-or-return basis, or under any arrangement Applicable Law prohibits. DirectAlcohol never supplies, finances, or takes title to inventory.

8.2Fulfillment Location. Orders will be fulfilled only from a Fulfillment Location listed in the applicable Addendum. Each Fulfillment Location must be your licensed premises or another location counsel has cleared for that state and that is licensed, registered, or approved as Applicable Law requires, and it must be operated under your control. Any warehouse, logistics, or other services provided to you by a third party at a Fulfillment Location will be provided at arm's length, at fair market value, and paid for by you, as Applicable Law requires.

8.3No Unauthorized Interstate Shipment. No Order will be shipped across a state line unless the applicable Addendum expressly authorizes that shipment and identifies the Licenses permitting it. In all other cases, Orders for a Destination State are fulfilled from a Fulfillment Location within that state.

8.4Packaging and Labeling. You will ensure that every shipment is packed and labeled as Applicable Law and the Approved Carrier require. This includes any "CONTAINS ALCOHOL — ADULT SIGNATURE (21+) REQUIRED" or equivalent statement, and any license or permit number the Destination State requires on the package.

8.5Title and Risk. Title to and risk of loss of each Product pass from you to the Consumer at the point and time stated in the applicable Addendum. If the Addendum does not say, they pass on delivery to the Consumer in the Destination State. DirectAlcohol never holds title or risk at any point.

8.6Fulfillment Data. You will, or will cause your Fulfillment Location to, record in the Platform the pick, pack, hand-off, tracking, delivery, return, and signature events for each Order, promptly and accurately.

9.Payments; Merchant of Record

9.1Your Merchant Account. You will open and maintain a Merchant Account in your own legal name with the Payment Processor, connected to the Platform. You will accept the Payment Processor's services agreement, which governs the Merchant Account directly between you and the Payment Processor. DirectAlcohol is not a party to that agreement and is not a payment processor, money transmitter, or payment facilitator.

9.2Charges Settle to You. Each Order is charged as a direct charge on your Merchant Account. The full amount paid by the Consumer, including Product price, shipping or delivery charges, and all taxes collected, settles to your Merchant Account. DirectAlcohol does not collect, hold, or have access to those funds, and no fee or other amount is deducted by or for DirectAlcohol from the proceeds of an alcohol sale before those proceeds reach you.

9.3Your Payments to Others. You are responsible for paying your own suppliers, wholesalers, and distributors, under your separate agreements with them and in compliance with Applicable Law, including any credit laws that apply to purchases of alcoholic beverages. DirectAlcohol does not route, sweep, or split sale proceeds to any Brand, supplier, or other third party.

9.4Limited Authorization. You authorize DirectAlcohol, as your technical agent and only as needed to operate the Platform, to (a) create charges, refunds, and cancellations on your Merchant Account for Orders you accepted or that are cancelled under these Terms; and (b) compile and submit dispute evidence under Section 12.3. This authorization does not include any right to move funds out of your Merchant Account to DirectAlcohol or any third party, except as Section 10.3 separately provides for fees.

9.5Payment Descriptor. Your legal or trade name, as it appears on your License, will be the statement descriptor for Order charges.

10.Fees

10.1Fees. You will pay DirectAlcohol the fees in the Fee Schedule (Exhibit B). The fees are flat technology-services fees, such as a fixed per-Order fee and any fixed monthly platform fee. No fee is calculated as a percentage or share of the price of alcoholic beverages sold. The fees are payment for software and services at fair market value, and are not contingent on the purchase of any particular Brand's products.

10.2Invoicing. DirectAlcohol will invoice fees monthly in arrears. Each invoice will itemize Orders by Order number and date. Invoices are due within [fifteen (15)] days of the invoice date.

10.3Method of Payment. You will pay invoices by ACH debit, which you authorize separately and may revoke on written notice, or by another method DirectAlcohol accepts. Payment is always initiated by you or under your standing authorization, and is taken from your own account after your sale proceeds have settled to you.

10.4Late Payments. Overdue amounts bear interest at the lesser of 1.0% per month or the maximum rate Applicable Law permits. DirectAlcohol may suspend Order routing under Section 24.2 if any undisputed amount is more than [thirty (30)] days overdue.

10.5Fee Changes. DirectAlcohol may change the Fee Schedule on at least thirty (30) days' written notice. If you do not agree to the change, you may terminate these Terms under Section 24.1 before it takes effect.

10.6Taxes on Fees. Fees do not include sales, use, or similar taxes on the technology services. You will pay those taxes, other than taxes on DirectAlcohol's income.

11.Taxes on Sales

11.1Calculation. The Platform calculates the sales, use, excise, markup, and other transaction taxes due on each Order, based on the destination address and the requirements of the applicable Addendum. Those taxes are itemized to the Consumer at checkout. Tax rates and rules are maintained within the Platform alongside the Compliance Engine rules and are subject to the maintenance standard in Section 5.4.

11.2You Collect and Remit. All taxes collected on Orders settle to your Merchant Account under Section 9.2 and belong to you in trust for the relevant taxing authority. You are solely responsible for reporting and remitting all taxes under your Licenses and registrations, on the returns and cycles listed in the applicable Addendum.

11.3Filing-Ready Reports. DirectAlcohol will give you reports, by state and filing period, showing each Order, the taxing jurisdictions, the taxable amounts, and the tax collected. They will also include any shipment or volume data a Destination State requires. Unless separately agreed in writing, DirectAlcohol does not file returns or make remittances for you.

11.4Calculation Errors. If a taxing authority assesses additional tax because the Platform calculated tax incorrectly, and the error was not caused by inaccurate data you supplied, DirectAlcohol will reimburse you for the resulting interest and penalties. It will not reimburse the underlying tax, which the Consumer owed and which you may seek to recover. This reimbursement is subject to Section 22.

12.Refunds, Returns and Disputes

12.1Refunds. Refunds are issued from the original charge on your Merchant Account. When a refund is issued, the Platform automatically reverses the related Order Record entries, tax entries, and volume-ledger entries. Fees for an Order are not refundable once the Order has been shipped, unless the refund was caused by a Platform error.

12.2Returns. Returned, refused, or undeliverable Products must go back only to your Fulfillment Location, or to another location the law and the applicable Addendum permit. Returned Products may be restocked or destroyed only as Applicable Law allows. You set your consumer refund and return policy, which must comply with Applicable Law. The Platform will display it to Consumers.

12.3Chargebacks and Disputes. As merchant of record, you are liable to the Payment Processor for chargebacks and disputes on your Merchant Account. When a dispute is opened, DirectAlcohol will assemble an evidence packet from the Order Record and, if you ask, submit it for you. The packet will include the Legality Determination, the age-verification results, the delivery confirmation, and the adult-signature capture. If a fraud-type dispute succeeds because the Platform's checkout gate failed to work as described in Section 7.1(b), DirectAlcohol will reimburse you for the disputed amount and the Payment Processor's dispute fee.

13.Records, Reporting and Audits

13.1Order Records. DirectAlcohol will keep each Order Record for the longer of (a) [seven (7)] years after the Order date, or (b) the retention period required of you under Applicable Law for the Destination State, as specified in the applicable Addendum. The Order Records are maintained for you as your business records, and you have access to them through the Platform at all times.

13.2Your Records. You are responsible for keeping any records Applicable Law requires you to keep yourself, including purchase invoices, License records, and tax returns. You may export Order Records at any time in a standard machine-readable format.

13.3Regulator Requests. If a Regulator requests records about Orders, DirectAlcohol will give you the requested Order Records within [two (2)] business days of your request. In an urgent case it will do so sooner where reasonably practicable. If a Regulator contacts DirectAlcohol directly about your Orders, DirectAlcohol will notify you promptly, unless the law prohibits it, and will cooperate with you in responding.

13.4Compliance Audits. On reasonable notice, and no more than once per year unless a Regulator requires it, either party may audit the other's compliance with these Terms, limited to records relating to Orders.

14.Regulatory Matters

14.1Cooperation. Each party will cooperate in good faith with the other, and with any Regulator, in any inquiry, audit, or proceeding relating to Orders.

14.2State Suspension. DirectAlcohol may suspend Order routing to any Destination State, for all or some retailers, if it reasonably believes that continuing could violate Applicable Law or expose any party to regulatory action. It will give you notice of the suspension as soon as practicable.

14.3Regulatory Change. If a change in Applicable Law, or a Regulator's written guidance, makes any part of these Terms or an Addendum unlawful or materially impractical, the parties will negotiate in good faith to amend it. Until then, DirectAlcohol may suspend the affected functionality.

15.Marketing, Brands and Trade Practices

15.1Brand Marketing. Brands run the advertising and consumer marketing that brings Consumers to their Brand Sites. You have no obligation to market. You consent to having your name, and the License information Applicable Law requires, disclosed to Consumers as the seller on Brand Sites and in the checkout, receipts, and order communications.

15.2Your Approval of Seller Communications. Transactional communications sent in your name, such as receipts and delivery notices, will follow templates you have approved through the Platform. Brand-controlled marketing will not describe you, your prices, or your business beyond the disclosures in Section 15.1 without your consent.

15.3Tied-House and Trade Practices. You will not accept from any Brand, supplier, or DirectAlcohol anything of value that Applicable Law prohibits a retailer from receiving. This includes free goods, free services, payments for placement, or credit on terms the law prohibits. DirectAlcohol will not give you, or condition any service on, any such inducement. DirectAlcohol's services to Brands and to you are provided under separate agreements at fair market value.

15.4Advertising Standards. Where the Platform displays Product content, it will be displayed only to Consumers who have passed the website gate. DirectAlcohol will require Brands, by contract, to target their advertising to adults aged 21 or over and to follow applicable advertising codes and platform alcohol policies.

16.Data and Privacy

16.1Roles. Order Records and Consumer transaction data are your business records, maintained for you by DirectAlcohol as your service provider (a "service provider" or "processor" under applicable privacy laws, including the California Consumer Privacy Act). DirectAlcohol will process that data only to provide the Platform, to comply with law, and as you otherwise instruct.

16.2Brand Marketing Data. A Consumer's marketing opt-ins given on a Brand Site are collected by the Brand under its own privacy notice and are not your data. The Platform will share Consumer data with a Brand only (a) as the Consumer has consented, or (b) as needed for order status notifications displayed under the Brand's name.

16.3Security. DirectAlcohol will maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the data. These include encryption in transit and at rest, access controls, and logging. DirectAlcohol will notify you without undue delay, and in any case within [seventy-two (72)] hours, after confirming a security incident affecting your Order Records or Consumer data. Payment card data is handled by the Payment Processor and is not stored on DirectAlcohol's systems.

16.4Aggregate Data. DirectAlcohol may use de-identified, aggregated data derived from Platform use to operate, improve, and secure the Platform and the Compliance Engine. It will not identify you or any Consumer.

17.Intellectual Property

17.1Platform Ownership. DirectAlcohol and its licensors own all rights in the Platform, including the Compliance Engine, its rules, logic, data structures, and change logs. Except for the limited right to use the Platform under these Terms, no rights are granted to you.

17.2Your Right to Use. Subject to these Terms, DirectAlcohol grants you a non-exclusive, non-transferable, non-sublicensable, revocable right, during the term, to access and use the Platform for your internal business purposes in selling Products as contemplated in these Terms.

17.3Restrictions. You will not (a) copy, modify, reverse engineer, or attempt to extract the rules or source code of the Compliance Engine or any other part of the Platform; (b) use the Platform to build a competing product; (c) resell or sublicense Platform access; (d) interfere with Platform security or performance; or (e) use the Platform for any unlawful purpose.

17.4Your Marks. You grant DirectAlcohol a limited license to display your name, trade name, logo, and License information as needed to identify you as the seller under Section 15.1.

17.5Feedback. DirectAlcohol may use any suggestions you give about the Platform without obligation to you.

18.Confidentiality

18.1Obligations. Each party will protect the other's non-public business, technical, and financial information with at least reasonable care. It will use that information only to perform these Terms and will disclose it only to personnel and advisors who need to know it and are bound by similar obligations. The Compliance Engine's rules and logic, and the Fee Schedule, are DirectAlcohol's confidential information.

18.2Exceptions. These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient, is independently developed, or is lawfully received from a third party. A party may disclose confidential information when required by law or by a Regulator. Where lawful, it will give the other party prompt notice first.

19.Representations and Warranties

19.1Mutual. Each party represents and warrants that (a) it is duly organized and in good standing; (b) it has full authority to enter into and perform these Terms; and (c) its performance will not breach any other agreement binding on it.

19.2Merchant. You represent, warrant, and covenant that (a) you hold, and will maintain, all Licenses listed in each Addendum; (b) all information you give DirectAlcohol is and will remain accurate; (c) you purchase and hold your inventory in compliance with Section 8.1 and Applicable Law; (d) no owner, officer, or manager of yours is disqualified under Applicable Law from holding an interest in an alcoholic-beverage license; and (e) you will fulfill Orders only as permitted by Section 8 and the applicable Addendum.

19.3DirectAlcohol. DirectAlcohol represents, warrants, and covenants that (a) the Platform will perform materially as described in these Terms; (b) the Compliance Engine will operate on a fail-closed basis as described in Section 5.3; (c) DirectAlcohol will maintain the Compliance Engine rules in accordance with Section 5.4; (d) the checkout gate will operate as described in Section 7.1(b); (e) DirectAlcohol holds no ownership interest in, and receives no share of the revenues of, any alcoholic-beverage licensee on the Platform; and (f) the Platform does not infringe any third party's United States intellectual-property rights.

20.Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." DIRECTALCOHOL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DIRECTALCOHOL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. DIRECTALCOHOL MAKES NO WARRANTY ABOUT THE PRODUCTS, THE BRANDS, APPROVED CARRIERS, OR THE PAYMENT PROCESSOR, WHICH ARE NOT UNDER ITS CONTROL. NOTHING IN THE PLATFORM IS LEGAL OR TAX ADVICE.

21.Indemnification

21.1By Merchant. You will defend, indemnify, and hold harmless DirectAlcohol and its officers, directors, employees, and agents from and against all third-party claims, Regulator actions, and resulting losses, fines, penalties, damages, costs, and reasonable attorneys' fees ("Losses") arising out of: (a) any lapse, suspension, restriction, or inadequacy of your Licenses, or your failure to give notice under Section 4.2; (b) your breach of these Terms or of Applicable Law; (c) Products, including product defects, labeling, sourcing, and storage; (d) fulfillment, packaging, and delivery, including any failure of the delivery gate by you, your personnel, or an Approved Carrier; (e) your failure to report or remit taxes collected; (f) your acceptance of an Order in breach of Section 4.4; or (g) your gross negligence, willful misconduct, or fraud.

21.2By DirectAlcohol. DirectAlcohol will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against all Losses arising out of: (a) a "Compliance Engine Error," meaning an approving Legality Determination for an Order that the Compliance Engine should have blocked. That is a case where, when the Order was placed, (i) the Order violated a rule in effect for longer than the implementation period in Section 5.4(b), or a restriction you had asked for under Section 5.5 that should already have been implemented, and (ii) you supplied accurate information and complied with Sections 4.2 and 4.4; (b) a failure of the checkout gate as performed by the Platform under Section 7.1(b); (c) any claim that the Platform infringes a third party's United States intellectual-property rights; (d) a security incident caused by DirectAlcohol's breach of Section 16.3; or (e) DirectAlcohol's gross negligence, willful misconduct, or fraud.

21.3Procedure. The indemnified party will (a) give prompt written notice of the claim, though delay relieves the indemnifying party only to the extent it is prejudiced; (b) allow the indemnifying party to control the defense and settlement, but no settlement may impose any admission, obligation, or License consequence on the indemnified party without its written consent; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may take part with its own counsel at its own cost. Each party will control its own response to any Regulator that licenses or regulates it.

21.4No Transfer of Licensee Status. The parties acknowledge that no contract can change who holds a License or who is regulated as the licensee. These indemnities allocate financial responsibility between the parties. They do not reduce either party's direct obligations to any Regulator.

22.Limitation of Liability

22.1Exclusion of Indirect Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, ARISING OUT OF THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY.

22.2General Cap. EXCEPT FOR EXCLUDED CLAIMS AND THE ENHANCED CAP BELOW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY YOU TO DIRECTALCOHOL IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

22.3Enhanced Cap. DIRECTALCOHOL'S TOTAL LIABILITY UNDER SECTIONS 11.4, 12.3, 21.2(a), 21.2(b) AND 21.2(d) WILL NOT EXCEED THE GREATER OF (A) [THREE (3)] TIMES THE FEES PAID AND PAYABLE BY YOU IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $[●].

22.4Excluded Claims. "Excluded Claims" means (a) a party's gross negligence, willful misconduct, or fraud; (b) your obligations under Section 21.1(a), (c), (d), and (e); (c) DirectAlcohol's obligations under Section 21.2(c); (d) your payment obligations for fees; and (e) breach of Section 17.3.

22.5Basis of the Bargain. The parties agree that these limitations reflect an informed allocation of risk and are an essential basis of the bargain. They apply even if a limited remedy fails of its essential purpose.

23.Insurance

23.1Merchant. You will maintain, with insurers rated A- or better, (a) commercial general liability insurance including product liability, of at least $[1,000,000] per occurrence; (b) liquor liability insurance of at least $[1,000,000] per occurrence; and (c) any other insurance your Licenses or Applicable Law require. You will name DirectAlcohol as an additional insured where available, and give certificates on request.

23.2DirectAlcohol. DirectAlcohol will maintain technology errors-and-omissions and cyber liability insurance of at least $[●] per claim, and commercial general liability insurance of at least $[1,000,000] per occurrence.

24.Term, Suspension and Termination

24.1Term. These Terms start on the Acceptance Date and continue until terminated. Either party may terminate these Terms, or any single Addendum, for convenience on thirty (30) days' written notice.

24.2Suspension. DirectAlcohol may immediately suspend Order routing to you, for all or some Destination States, if (a) any License lapses, is suspended, or becomes restricted, or DirectAlcohol cannot verify its status; (b) a Regulator makes an inquiry or takes an action relating to your Orders; (c) you breach Section 4, 5.6, 7, 8, or 15.3; (d) DirectAlcohol reasonably suspects fraud; or (e) Section 10.4 or 14.2 applies. DirectAlcohol will tell you the reason, where lawful, and will restore routing promptly once the cause is resolved.

24.3Termination for Cause. Either party may terminate these Terms immediately on written notice if the other party (a) materially breaches these Terms and fails to cure within fifteen (15) days after notice, or immediately for a breach that cannot be cured; (b) becomes insolvent or subject to bankruptcy proceedings; or (c) in your case, permanently loses the Licenses needed for all enabled states.

24.4Effect of Termination. On termination, (a) Order routing to you stops; (b) you will fulfill, cancel, or refund in accordance with Applicable Law every Order already accepted; (c) you will pay all fees accrued through the termination date; (d) DirectAlcohol will keep providing access to Order Records and reports for the retention period in Section 13.1, or will export them to you on request; and (e) each party will return or destroy the other's confidential information, except as retention is required by law.

24.5Survival. Sections 1, 3, 9.3, 10 (for accrued fees), 11.2, 11.4, 12, 13, 16, 17.1, 17.3, 18, and 20 through 27 survive termination.

25.Changes to These Terms

25.1Amendments. DirectAlcohol may amend these Terms by giving at least thirty (30) days' notice through the Platform and by email to your compliance contact. Amendments required by a change in Applicable Law or by a Regulator may take effect sooner if necessary. If you continue to accept Orders after an amendment takes effect, you are deemed to accept it. If you object, you may terminate under Section 24.1 before the effective date.

25.2Addenda. An Addendum may be amended only in writing signed by both parties. The one exception is that DirectAlcohol may unilaterally narrow an Addendum, for example by removing ZIP codes, products, or carriers, to comply with Applicable Law, with notice to you.

26.Dispute Resolution

26.1Informal Resolution. Before starting arbitration, a party will give written notice of the dispute. The parties' senior representatives will then try in good faith to resolve it within thirty (30) days.

26.2Binding Arbitration. Any dispute arising out of or relating to these Terms will be resolved by confidential binding arbitration before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, and will be held in San Diego County, California, or by video conference if the parties agree. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek temporary or preliminary injunctive relief in court to protect its intellectual property or confidential information, or to prevent an imminent violation of Applicable Law.

26.3Class Waiver. Each party may bring claims only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

26.4Governing Law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. However, questions about the lawfulness of any sale, shipment, or delivery of alcoholic beverages, and about any License, are governed by the law of the jurisdiction that issued the License or where the Destination State is located, as applicable.

27.General

27.1Order of Precedence. If there is a conflict, the following order applies: (a) the applicable Addendum, for matters specific to that Destination State; (b) these Terms; and (c) the Fee Schedule. However, no Addendum may reduce the protections in Sections 5.3, 7.2, 8.1, 9.2, or 10.1.

27.2Notices. Legal notices must be in writing and delivered by recognized courier or by email with confirmation of receipt. Notices to DirectAlcohol go to [legal@directalcohol.com] and [address]. Notices to you go to the addresses in your Platform account. Operational notices may be given through the Platform.

27.3Assignment. You may not assign these Terms without DirectAlcohol's prior written consent. For this purpose, a change of control of your licensed business counts as an assignment. DirectAlcohol may assign these Terms to an affiliate, or to a successor to its business, on notice to you.

27.4Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations. This includes carrier disruptions, natural disasters, and failures of utilities or third-party networks. This Section does not excuse the fail-closed operation of the Compliance Engine or the requirements of Section 7.2.

27.5Severability; Reformation. If any provision is held unenforceable, or is determined by a Regulator to be inconsistent with Applicable Law, it will be reformed to the minimum extent necessary to make it enforceable and lawful, and the rest of these Terms will continue in effect.

27.6No Third-Party Beneficiaries. These Terms benefit only the parties and the persons indemnified under Section 21. No Brand, Consumer, carrier, or other third party has rights under them.

27.7Entire Agreement. These Terms, together with each Addendum, the Fee Schedule, and the Merchant Acceptance, are the parties' entire agreement on their subject matter. They supersede all prior proposals, briefs, and discussions, including any retailer program summaries. No waiver is effective unless it is in writing.

27.8Electronic Acceptance. Acceptance by click-through or electronic signature is binding and has the same effect as a handwritten signature. Counterparts are permitted.