Data Retention and Deletion

Updated March 28, 2024

Drizly has shut its doors and is no longer accepting orders or new consumer accounts as of March 28, 2024 (the "Shut Down Date"). In keeping with Drizly's commitments set forth in the Drizly's Data Retention and Deletion notice and Drizly's Privacy Notice, which stated that Drizly generally retained data for the life of an account or sixty (60) days from which we received a consumer Data Rights Request form, Drizly is deleting collected information including consumer accounts and personal information. Data will be deleted within 60 days of the Shut Down Date. Please note that certain data may be required to be preserved for legal or regulatory purposes and will be deleted when these obligations and/or statutory requirements have been fulfilled. We thank you for your patronage. For further questions, please email privacy@drizly.com Cheers!

Terms of Service (U.S.)

Effective as of Mar 20, 2024

Drizly, LLC and its subsidiaries and affiliates ("Drizly", "we", "our", or "us") own and operate certain websites and mobile device applications, (collectively, the "Platform") The Platform does not include alcohol search or facilitation of alcohol purchases.These Terms of Service ("Terms") govern your access to the Platform and constitute a legal agreement between you and Drizly. So please read them carefully.

PLEASE REVIEW SECTION 9, TITLED THE "DISPUTE RESOLUTION" CAREFULLY. UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED BELOW, THESE TERMS WILL REQUIRE YOU TO RESOLVE DISPUTES WITH DRIZLY, NO MATTER WHEN ARISING OR ASSERTED, THROUGH BINDING INDIVIDUAL ARBITRATION (WITH LIMITED EXCEPTIONS). YOU ACKNOWLEDGE AND AGREE THAT YOU AND DRIZLY EACH WAIVE THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

THE PLATFORM ARE FOR PERSONS 21 YEARS OF AGE AND OLDER. YOU MAY NOT USE OUR PLATFORM IF YOU ARE UNDER 21. DO NOT SEND US INFORMATION ABOUT ANYONE UNDER 21.

Notwithstanding the foregoing, these Terms do not supersede or otherwise impact the enforceability of any agreements you may have with Drizly if you are a licensed alcohol retailer ("Retailer"), advertiser, or other company with which we partner.

1. Privacy and data

Drizly has shut its doors and is no longer accepting orders or new consumer accounts as of March 28, 2024 (the "Shut Down Date"). Drizly is deleting collected information including consumer accounts and personal information. More information is available here.

2. Restrictions on use

You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Platform; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform except as expressly permitted by Drizly; (c) decompile, reverse engineer or disassemble the Platform except as may be permitted by applicable law; (d) link to, mirror or frame any portion of the Platform; (e) cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; or (f) attempt to gain unauthorized access to or impair any aspect of the Platform or their related systems or networks.

3. Returns, refunds, and exchanges

Drizly makes no representations concerning your ability to return a product and will not provide customer support related to returns after March 28, 2024. Retailers and the laws in your state determine whether a return, refund or exchange is available to you. For example, you may be able to return a tainted or damaged product for a refund or credit, or exchange it for something else. In some states, you can exchange a product you bought (or received as a gift) if you want something else.

4. Promotional and referral codes

Drizly and Retailers, at their sole discretion, may make promotional offers available to you. You agree that promotional offers: (a) may only be used by the intended audience, for the intended purpose, and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by Drizly; (c) are subject to the specific terms that Drizly and Retailers establish for such promotional offer; (d) cannot be redeemed for cash or cash equivalent; and (e) are not valid for use after the date indicated in the offer or after March 28, 2024, whichever is earlier.

Drizly and Retailers reserve the right to modify or cancel an offer at any time. If you attempt to evade restrictions on offer redemption, Drizly and Retailers may decline to redeem your code.

5. Platform ownership, license, and access

The Platform and everything on it, including, without limitation, text, photos, videos, graphics and software, (collectively, the "Content") is owned by or licensed to Drizly. The Platform and the Content are protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties, and/or other intellectual or proprietary rights and laws of the United States and other countries. Except as otherwise indicated on the Platform and except for the intellectual property of other companies that are displayed on the Platform, all intellectual property, such as trademarks, service marks, logos, trade dress, and trade names are proprietary to Drizly

We grant you a limited, personal, nonexclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Platform. You may use the Platform only as permitted by these Terms and law. All rights not expressly granted in these Terms are reserved. You may not resell or otherwise make commercial use of the Platform or the the Content; collect and use any product listings, descriptions, or prices; make any derivative use of the Platform, the Content; download, copy, or otherwise use account information for the benefit of any third party; use data mining, robots, or similar data gathering and extraction tools; or otherwise misuse the Platform. This license will terminate if you do not comply with these Terms.

6. User content

Drizly may, in its sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Drizly textual, audio, and/or visual content and information, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Drizly, you grant Drizly a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with Drizly's business and on third party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Drizly the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Drizly's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Drizly in its sole discretion, whether or not such material may be protected by law. Drizly may, but shall not be obligated to, review, monitor, and remove User Content, at Drizly's sole discretion and at any time and for any reason, without notice to you.

7. Copyright dispute policy

Drizly, Inc. ("Drizly") respects the intellectual property rights of others and expects its users to do the same.

It is Drizly's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

In accordance with the Digital Millennium Copyright Act of 1998 and in recognition of various international copyright laws, Drizly will respond expeditiously to notices sent to Drizly's Designated Copyright Agent (identified below) regarding alleged third-party copyright infringements on the Drizly website or other Drizly-owned and publicly accessible digital properties (the "Site(s)").

A copyright owner, person authorized to act on behalf of one, or person authorized to act under any exclusive right under copyright may submit allegations of copyright infringements on the Site(s) by completing the following DMCA Notice of Alleged Infringement and delivering it to Drizly's Designated Copyright Agent. Upon receipt of this Notice, Drizly will expeditiously remove or block access to the allegedly infringing content, notify the alleged third-party infringer of the same, and provide the third-party an opportunity to submit a counter-notice to dispute the alleged infringement. If a counter-notice is submitted, Drizly will promptly forward it to the complainant and restore the removed or blocked content within 10-14 business days, unless the complainant submits evidence that it has filed a lawsuit against the alleged third-party infringer regarding the allegedly infringing content.

DMCA Notice of Alleged Infringement ("Notice")

1. Identify the copyrighted work that has been infringed, or - if multiple copyrighted works are covered by this Notice - provide a representative list of the copyrighted works that have been infringed.

2. Identify the infringing content and provide sufficient information for Drizly to locate the infringing content, including, if applicable, the URL(s) of the Site(s) where the content may be found.

3. Provide contact information, e.g., mailing address, telephone number, and email address, of the person submitting this DMCA Notice (e.g., the copyright owner or copyright owner's agent).

4. Include both of the following statements in the body of the Notice:

• "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
• "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

5. Provide the full legal name and an electronic or physical signature of the person submitting this Notice (e.g., the copyright owner or copyright owner's agent).

6. Deliver this Notice, with all items completed, to Drizly's Designated Copyright Agent:

General Counsel
Drizly, LLC
177 Huntington Ave, Ste. 1703
PMB 81709
Boston, MA 02115

Phone: (774) 234-1033
Email: copyright@drizly.com with a copy to takedowns@uber.com

IMPORTANT: Communications unrelated to copyright use or infringement will be discarded. Please follow this link for Uber's Guidelines for Third Party Data Requests and Service of Legal Documents

8. App stores

You acknowledge and agree that the availability of the Platform may be dependent on the third party from which you download the Drizly app, e.g., the Apple iPhone or Android app stores ("App Store"). You acknowledge and agree that these Terms are between you and Drizly and not with the App Store. However, if you downloaded the Drizly app from the Apple App Store, Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. These Terms incorporate by reference Apple's Licensed Application End User License Agreement, for purposes of which, you are "the end-user." In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, these Terms will control.

9. Dispute resolution

PLEASE READ THIS "DISPUTE RESOLUTION" SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

1. Informal dispute resolution procedure.

   A dispute might arise between you and Drizly. If that happens, Drizly is committed to working with you to reach a reasonable resolution. For any issue or dispute that arises between you and Drizly, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This includes first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: legal@drizly.com. For any dispute that Drizly initiates, we will send our written description of the dispute to the email address associated with your account. The written description must be on an individual basis and provide at least the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought.

   You and Drizly then agree to negotiate in good faith about the dispute through an informal telephonic dispute resolution conference. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party's counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. If the dispute is not resolved satisfactorily through this informal process within sixty (60) days after receipt of the written description of the dispute, you and Drizly agree to the further dispute resolution provisions below.

   The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Failure to engage in this process could result in the award of fees against you in arbitration.

2. Mutual arbitration agreement.

   You and Drizly agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of these Terms (including their formation, performance, and breach) or payments by or to Drizly, or that in any way relate to the provision or use of the Platform, your relationship with Drizly, or any other dispute with Drizly, shall be resolved exclusively through binding arbitration in accordance with this Section 9 (the "Agreement"). This includes claims that arose, were asserted, or involve facts occurring before the existence of this or any prior Agreement as well as claims that may arise after the termination of this Agreement. This Agreement is governed by the Federal Arbitration Act ("FAA") in all respects, and evidences a transaction involving interstate commerce. You and Drizly expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

   Except as set forth in this Section 9(b), the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms and this Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity.

   Notwithstanding the parties' decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court's jurisdiction; (ii) bring an action in state or federal court to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party's claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party's right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action. For clarity, this "Dispute Resolution" provision does not alter, amend, or affect any of the rights or obligations of the parties to any Drizly Delivery Partner Agreement.

   You and Drizly agree to submit to the personal jurisdiction of any federal or state court in Suffolk County, Massachusetts, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

   Except as set forth in Section 9(c) below, if any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

   THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND DRIZLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

3. Class action and collective relief waiver.

   YOU AND DRIZLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT IN SECTION 9(g) BELOW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS, JOINT, COLLECTIVE OR CONSOLIDATED BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS CLAIMS AS A PRIVATE ATTORNEY GENERAL OR FOR PUBLIC INJUNCTIVE RELIEF). EXCEPT AS SET OUT IN SECTION 9(g) BELOW, UNLESS BOTH YOU AND DRIZLY OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT PRESIDE OVER ANY FORM OF ANY CLASS, JOINT, COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING ANY DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY'S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY TO THE PROCEEDING.

   This Class Action and Collective Relief Waiver and the provisions in Section 9(g) are an essential part of this "Dispute Resolution" section, and if it is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Drizly may arbitrate such claim or dispute. Notwithstanding the foregoing, if a court or arbitrator (or where applicable, JAMS) determine that either the Class Action and Collective Relief Waiver or the provisions in Section 9(g) are not enforceable as to a particular claim or request for relief and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Drizly from participating in a class-wide settlement of claims.

4. Arbitration rules.

   The arbitration will be administered by JAMS and resolved before a single arbitrator. If JAMS is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this "Dispute Resolution" provision, JAMS will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, in each case applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class or representative actions. You can find the JAMS rules and procedures here at this link. The Applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at (800) 352-5267.

5. Initiating arbitration.

   Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims. A party who desires to initiate arbitration must deliver to JAMS and the other party a demand for arbitration which satisfies the following requirements: (1) the name, telephone number, mailing address, and email address of the party seeking arbitration (if you are seeking arbitration, you must provide the email address associated with your Drizly account); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and a good-faith calculation of the amount in controversy (requests for injunctive relief or attorneys' fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); (4) the party's original signature; and (5) the party's portion of the applicable filing fee. If the party seeking arbitration is represented by counsel, the demand for arbitration must also include counsel's name, firm, telephone number, mailing address, email address, and original signature.

   If you are initiating arbitration, hard-copy service of the demand to Drizly shall be made in accordance with JAMS's rules and procedures to the following address: Drizly, LLC, Attn: Legal, 177 Huntington Ave Ste. 1703, PMB 81709, Boston, MA 02115-3153, and a copy of the same shall also be emailed to legal@drizly.com. If Drizly is initiating arbitration, it will serve a copy of the demand to the email address associated with your Drizly account, as well as in hard copy if Drizly knows your mailing address.

   The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. Where a party is represented by counsel, counsel's signature on the demand for arbitration or any other paper submitted to JAMS or the arbitrator constitutes a certification that such paper complies with the standard set forth in Federal Rule of Civil Procedure 11(b). The arbitrator has the right to impose sanctions in accordance with the JAMS rules and procedures for any claims or submissions the arbitrator determines to violate such standard, as well as for a party's failure to comply with the Informal Dispute Resolution Procedure contemplated by this Agreement.

6. Arbitration location and procedure.

   Unless you and Drizly otherwise agree, if you are a resident of the United States the arbitration will be conducted in the county where you reside, and if you are not a resident of the United States the arbitration shall be conducted in Suffolk County, Commonwealth of Massachusetts, United States of America. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Drizly submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

   Subject to the applicable JAMS rules and procedures, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited, cost-efficient nature of the arbitration. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. If a party timely serves an offer of judgment under Federal Rule of Civil Procedure 68, or any other state-law equivalent, and the judgment that the other party finally obtains is not more favorable than the unaccepted offer, then the other party shall pay the costs, including filing fees, incurred after the offer was made. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Drizly, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

7. Batch arbitration.

   To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to JAMS (or another arbitration provider selected in accordance with Section 9(d) if JAMS is unavailable) against Drizly within reasonably close proximity, the arbitration provider shall (i) administer the arbitration demands in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable JAMS rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Drizly and the arbitration provider to implement such a "batch approach" or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This "Batch Arbitration" provision shall in no way be interpreted as authorizing class arbitration of any kind. Drizly does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this section 9(g).

8. Arbitrator's decision.

   The arbitrator will render an award within the time frame specified in the applicable JAMS rules and procedures. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum's rules, and this Agreement. The arbitrator's award of damages and/or other relief must be consistent with section 9(c) above and also must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

   Attorneys' fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

9. Fees.

   Pursuant to the applicable JAMS Rules and Consumer Arbitration Minimum Standards, you will be required to pay $250 to initiate an arbitration against Drizly. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Drizly to pay the portion of that fee that exceeds the cost of filing suit. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Drizly will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorneys' fees in certain cases.

   The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS's Rules where it deems appropriate (including as specified in Section 9(g)), provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 9 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

10. Right to opt-out of arbitration.

    Drizly's updates to these Terms do not provide you with a new opportunity to opt out of arbitration if you agreed to a previous version of the Terms and did not validly opt out of arbitration. Drizly will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the Terms. If you create a Drizly account for the first time on or after June 9, 2021, you may opt out of arbitration. To opt out, you must notify Drizly in writing no later than 30 days after first becoming subject to the Dispute Resolution provisions of these Terms. Your notice must include your full name, mailing address, the email address associated with your Drizly account, a clear statement that you want to opt out of this Mutual Arbitration Agreement, and your original signature. The notice cannot be signed by your attorney, agent, or other representative, and you may only opt out on behalf of yourself individually. You must send your opt-out notice by U.S. Postal Service certified mail to Drizly, LLC, Attn: Legal, 177 Huntington Ave Ste 1703, PMB 81709, Boston, MA 02115-3153.

    If you opt out of this Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with Drizly or may enter into in the future with Drizly. If you do not timely opt out of this Agreement, such action shall constitute mutual acceptance of the terms of this Agreement by you and Drizly.

11. Changes.

    Drizly will provide 30 days' notice of any changes to this "Dispute Resolution" section, but any such changes will not apply to any individual claim(s) of which Drizly already has actual notice. If Drizly changes this "Dispute Resolution" section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Platform 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may reject any such change by providing Drizly written notice of such rejection by certified mail to: Drizly, LLC, Attn: Legal, 177 Huntington Ave Ste 1703, PMB 81709, Boston, MA 02115-3153, or by email from the email address associated with your account to: legal@drizly.com, within 30 days of the date such change became effective, as indicated in the "Effective" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. If you reject changes pursuant to this paragraph and were already bound by an existing agreement to arbitrate disputes under a previous version of the Terms, then that existing arbitration agreement shall remain in full force and effect.

10. Disclaimer of warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." DRIZLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, DRIZLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE PLATFORM OR GOODS REQUESTED THROUGH THE USE OF THE PLATFORM , OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

DRIZLY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY THIRD PARTY. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

DRIZLY DOES NOT CONTROL, MANAGE OR DIRECT ANY THIRD-PARTY PROVIDERS INCLUDING RETAILERS, DELIVERY SERVICES, AND DELIVERY DRIVERS. THIRD PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF DRIZLY.

DRIZLY DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE PLATFORM. DRIZLY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of liability

DRIZLY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE PLATFORM, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF DRIZLY, EVEN IF DRIZLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DRIZLY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF DRIZLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DRIZLY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DRIZLY'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT RETAILERS, DELIVERY SERVICES, AND DELIVERY DRIVERS ARE NOT OSTENSIBLE AGENTS, APPARENT AGENTS, ACTUAL AGENTS, OR EMPLOYEES OF DRIZLY.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, DRIZLY'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON DRIZLY'S CHOICE OF LAW PROVISION SET FORTH BELOW.

12. Indemnification

You agree to indemnify and hold Drizly and its affiliates and their officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys' fees), arising out of or in connection with: (a) your use of the Platform or goods obtained through your use of the Platform; (b) your breach or violation of any of these Terms; (c) Drizly's use of your User Content; or (d) your violation of the rights of any third party, including Retailers, delivery services, and delivery drivers.

13. Applicable law

The laws of the Commonwealth of Massachusetts, excluding its conflicts of law rules, govern these Terms to the extent not preempted by The Federal Arbitration Act. The state and federal courts located in the Commonwealth of Massachusetts shall have jurisdiction over all claims or disputes that are not subject to arbitration. Solicitations, offers, advertisements and communications are void where prohibited.

You must comply with any local, state or national laws applicable to your use of the Platform , such as rules and regulations regarding the sale, service, transportation, import, shipment or delivery of alcoholic beverages. You must comply with all applicable U.S. or other export and re-export restrictions.

14. Notice

Where Drizly requires that you provide an e-mail address, you are responsible for providing Drizly with your most current e-mail address. In the event that the last e-mail address you provided to Drizly is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms, Drizly's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Drizly by sending an email to legal@drizly.com. Such notice shall be deemed given on the next business day after such e-mail is actually received by Drizly.

15. Other terms

You may not assign these Terms without Drizly's prior written approval. Drizly may assign these Terms without your consent to: (a) a subsidiary or affiliate; (b) an acquirer of Drizly's equity, business or assets; or (c) a successor by merger. Any purported assignment by you in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Drizly or any third party as a result of these Terms or use of the Platform. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Drizly's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Drizly in writing.

16. Updates

Drizly may make changes to these Terms from time to time. If Drizly makes changes, it will provide you with notice of such changes, such as by sending an email, providing a notice through the Platform, or updating the date at the top of these Terms. Unless Drizly says otherwise in its notice, the amended Terms will be effective immediately and your continued access to and use of the Platforms after Drizly provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Platform.

17. Termination

Drizly may immediately terminate, without notice, these Terms, or generally cease offering or deny access to the platform or any portion thereof, at any time for any reason. Sections 5, 6, 7, and 9 through this Section 17 shall survive termination of these Terms.

Drizly Canada INC. Mobile Application User License and Terms of Service

PLEASE READ THE FOLLOWING END USER LICENSE AGREEMENT AND TERMS OF SERVICE ("LICENSE") CAREFULLY. THIS LICENSE IS A LEGAL AGREEMENT BETWEEN YOU AND DRIZLY CANADA INC. ("DRIZLY", "WE" OR "US").

BY ACCESSING, INSTALLING AND USING THE "DRIZLY" MOBILE APPLICATION (THE "APP") YOU REPRESENT TO US THAT YOU ARE:

(I) AT LEAST 18 YEARS OF AGE; AND

(II) LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THE TERMS OF THIS LICENSE.

YOU HEREBY ACKNOWLEDGE THAT DRIZLY IS NOT ENGAGED IN OR RESPONSIBLE FOR THE SALE, SERVICE, TRANSPORTATION OR DELIVERY OF ALCOHOLIC BEVERAGES NOR DOES IT FACILITATE THE SALE, SERVICE, TRANSPORTATION OR DELIVERY OF ALCOHOLIC BEVERAGES.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, PLEASE DO NOT ACCESS, INSTALL OR USE THE APP.

1. Acknowledgement. Drizly and you, the end-user of the App, acknowledge that this License is entered into by and between Drizly and you and not with Apple, Inc. ("Apple"). Notwithstanding the foregoing, you acknowledge that Apple and its subsidiaries are third-party beneficiaries of this License and that Apple has the right (and is deemed to have accepted the right) to enforce this License. Drizly, not Apple, is solely responsible for the App and any content contained therein. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. You and we acknowledge that in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and will have no responsibility for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. You and we acknowledge that Apple is not responsible for addressing any claims made by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and we acknowledge that in the event of any third party claim that the App, or your possession or use of the App, infringes such third party's intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such claim. You acknowledge that you must comply with any applicable third party terms of agreement when using the App. You acknowledge that you have reviewed the App Store Terms and Conditions (located online at http://www.apple.com/legal/itunes/us/terms.html#APPS). Capitalized terms not defined herein shall have the meanings set forth in the App Store Terms and Conditions. Your use of the App must comply with the App Store Terms and Conditions. To the extent the other terms and conditions of this License are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph or the App Store Terms and Conditions, the more restrictive or conflicting terms and conditions in this paragraph or the App Store Terms and Conditions apply, but solely with respect to the App from the Apple App Store.

2. License Grant. Drizly hereby grants to you, subject to the terms and conditions of this License, a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the App (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) for your personal use on a mobile device that you own or control, subject to the limitations set forth below. This License does not permit you to install or use the App on a mobile device that you do not own or control and you may not distribute or make the App available over a network where it could be used by multiple devices at the same time. All rights not expressly granted herein are reserved by Drizly.

3. Terms of Service.

(a) You agree that:

(i) you will not use the App if you are not fully able and legally competent to agree to the terms of this License;

(ii) you will only use the App for lawful purposes;

(iii) you will not use the App for sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct,

(iv) you will not use the App to advertise, solicit or transmit commercial advertisements, including "spam";

(v) you will not use the App to cause nuisance, annoyance or inconvenience;

(vi) you will not impair the proper operation of the network,

(vii) you will not try to harm the App in any way whatsoever;

(viii) you will not copy, or distribute the App or other content ;

(ix) you will only use the App for your own use and will not resell it to a third party;

(x) you will keep secure and confidential your account password or any identification we provide you which allows access to the App;

(xi) you will only use an access point or 3G data account (AP) which you are authorized to use;

(b) You understand that by using the App, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the App at your sole risk and that Drizly shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable

(c) Anti-Spam. You agree to comply with Canada's "Anti-Spam Legislation" ("CASL") in any interactions that you have through use of the App.

(d) Drizly shall not be liable for any loss or damage arising from your failure to comply with the terms set forth in this License or to comply with applicable laws. Drizly explicitly reserves the right to refuse access to the App at any time without notice for your failure to abide by the terms as set forth in this License or to comply with applicable laws.

4. Indemnification. You will defend, indemnify and hold Drizly, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this License or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your use or misuse of the App; or (d) your negligence or willful misconduct.

5. User Requirements and Representations.

You hereby agree to the following:

1. you will protect the App, and its proprietary content, information and other materials, from any unauthorized access or use;

2. you will not use the App or other proprietary content, information or other materials owned by Drizly except as expressly permitted herein or expressly authorized in writing by Drizly;

3. you will not use the App in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party;

4. you will not directly or indirectly:

(a) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the App in any unauthorized manner, including but not limited to by trespass or burdening network capacity;

(b) use the App in any service bureau arrangement;

(c) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the App any updates, or any part thereof in any form or manner or by any means;

(d) remove or alter any copyright or other proprietary rights' notice or restrictive rights legend contained or included in the App;

(e) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the App, any updates, or any part thereof (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 components included with the App);

(f) use any means to discover the source code of the App or to discover the trade secrets in the App; or

(g) otherwise circumvent any functionality that controls access to or otherwise protects the App.

6. Your Data. Drizly has shut its doors and is no longer accepting orders or new consumer accounts as of March 28, 2024 (the "Shut Down Date"). Drizly is deleting collected information including consumer accounts and personal information. More information is available here.

7. Disclaimer of Warranties & Limitation of Liability.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

DRIZLY IS NOT RESPONSIBLE FOR ANY HARASSING, THREATENING, DEFAMATORY, OFFENSIVE OR ILLEGAL MESSAGES OR TRANSMISSIONS THAT YOU MAY RECEIVE AS A RESULT OF USING THE APP.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP) IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

DRIZLY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP (INCLUDING THE USE, PERFORMANCE AND SUPPORT THEREOF), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES AND/OR CONDITIONS OF: (1) MERCHANTABILITY, (2) SATISFACTORY QUALITY, (3) FITNESS FOR A PARTICULAR PURPOSE, (4) ACCURACY, (5) QUIET ENJOYMENT, (6) TITLE OR (7) NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (8) INTERFERENCE WITH ENJOYMENT, (9) COMPLETENESS, (10) INTEGRATION, (11) FREEDOM FROM DEFECTS OR DISABLING DEVICES, (12) UNINTERRUPTED USE, AND (B) ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

DRIZLY DOES NOT WARRANT THAT (A) THE APP WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE APPWILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE APP WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, (D) DEFECTS IN THE APP WILL BE CORRECTED OR (E) THAT THE APP WILL BE AVAILABLE FOR REINSTALLS ON THE SAME OR MULTIPLE DEVICES.

NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY DRIZLY OR ITS AUTHORIZED AGENT OR REPRESENTATIVE SHALL CREATE A WARRANTY.

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL DRIZLY BE LIABLE FOR: (Y) DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES [INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APP]), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS LICENSE OR OTHERWISE, ARISING IN ANY WAY IN CONNECTION WITH THE APPOR THIS LICENSE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF DRIZLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (Z) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE DELIVERY, USE OR PERFORMANCE OF THE APP, INCLUDING ANY CLAIM, DEMAND OR DAMAGES ARISING FROM ANY TRANSACTION THROUGH THE APP INITIATED OR COMPLETED BETWEEN YOU AND ANY RETAILER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO ONE OR MORE OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

If, for any reason, a court finds Drizy liable for damages notwithstanding the foregoing, in no event shall Drizly's total liability for all damages arising out of or in connection with the App or this License exceed the amount paid by you to Drizly for your use of the App. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

You agree that the above limitations of liability together with the other provisions in this License that limit liability are essential terms of this License and that Drizly would not be willing to grant you the rights set forth in this License but for your agreement to the above limitations of liability; you are agreeing to these limitations of liability to induce Drizly to grant you the rights set forth in this License.

8. Ownership

(a) The App and its content, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that Drizly and/or its licensors own all right, title and interest in and to the App (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Drizly's (or its licensors') patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of this License.

(b) Any and all (i) suggestions for correction, change and modification to the Appand other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Drizly by you (collectively "Feedback"), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by Drizly or otherwise relating to the App (collectively, "Revisions"), are and will remain the property of Drizly. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Appor in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Drizly and Drizly may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Drizly any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At Drizly's request, you will execute any document, registration or filing required to give effect to the foregoing assignment.

9. Modifications. We may modify this License at any time. Modifications become effective immediately upon your first access to or use of the App after the "Last Revised" date at the end of this License. Your continued access or use of the App after the modifications have become effective will be deemed your conclusive acceptance of the modified License. If you do not agree with the modifications, then please uninstall and do not access or use the App.

10. Termination. This License is effective until the earlier of the date that you uninstall the App, you fail to comply with any term of this License or Drizly terminates this License. Drizly may suspend or terminate your account(s) or cease providing you with the Appat any time for any reason, with or without notice to you, including, but not limited to, if we reasonably believe: (i) you have violated this License, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the App to you is no longer commercially viable. We will make reasonable efforts to notify you of such cessation or termination by the email address associated with your account(s) or the next time you attempt to access your account(s) or the App. Upon termination, you will cease all use of the App and will destroy all copies (full or partial) of the App in your possession or control. Termination will not limit any of Drizly's other rights or remedies at law or in equity. This Section 10 along with Sections 2, 6, 7, 9, 12, 13, and 14 shall survive termination or expiration of this License for any reason.

11. Export Laws. You agree that you will not export or re-export, directly or indirectly the App, and/or other information or materials provided by Drizly hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

12. U.S. Government Restricted Rights. The App and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

13. Injunctive Relief. You agree that a breach of this License will cause irreparable injury to Drizly for which monetary damages would not be an adequate remedy and Drizly shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

14. Dispute Resolution – Arbitration, No Class Actions. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THIS LICENSE OR THE APPWILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The U.S. Federal Arbitration Act and American federal arbitration law apply to this License.

If you do not want to arbitrate disputes with Drizly and you are an individual, you may opt out of this arbitration agreement by sending an email to legal@drizly.com within thirty (30) days of the earlier of the day you first access or use the App and the day you first receive any of the.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THIS LICENSE AS A COURT WOULD.

If you intend to seek arbitration you must first send written notice to Drizly's Customer Service Center of your intent to arbitrate ("Notice"). The Notice to Drizly should be sent by any of the following means: (i) electronic mail to legal@drizly.com; or (ii) sending the Notice by U.S. Postal Service certified mail to Drizly, Inc., Attn: Customer Service Center, 177 Huntington Ave Ste. 1703, PMB 81709, Boston, MA 02115-3153. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought. If we do not reach an agreement to resolve the claim within 30 days after the notice is received, you or Drizly may commence an arbitration proceeding. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules as modified by this License, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. The number of arbitrators shall be one. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of this License. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse all AAA filing, administration and arbitrator fees paid by you for claims totalling less than $10,000, unless the arbitrator determines that either the substance of your claim or the relief sought is improper or not warranted, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), in which case the payment of all such fees shall be governed by the AAA Rules. In such case, you agree to reimburse Drizly for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Drizly will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claim or the relief sought is improper or not warranted. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence shall not apply to the paragraph below.

WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Further, you agree that the arbitrator may not consolidate proceedings or more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. If for any reason a claim proceeds in court rather than in arbitration we EACH WAIVE ANY RIGHT TO A JURY TRIAL. We also both agree that you or we may bring suit in court for injunctive relief, including to enjoin infringement or other misuse of intellectual property rights.

15. Miscellaneous.

This License may not be modified by you.

This License will inure to the benefit of and will be binding upon each party's heirs, successors and assigns.

This License and the licenses granted hereunder may be assigned by Drizly but may not be assigned by you without the prior express written consent of Drizly.

If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions had not been inserted herein.

It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.

Nothing contained in this License will be deemed to constitute either party as the agent or representative of the other party or both parties as joint venturers or partners for any purpose.

In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this License due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such occurrence.

The headings and captions contained herein will not be considered to be part of the License but are for convenience only.

You and Drizly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this License.

The laws of the Commonwealth of Massachusetts, excluding its conflicts of law rules, govern this License and your use of the App..

This License, together with the Privacy Policy, sets forth the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.