Terms and Conditions

1. Acceptance of Terms and Absolute Formation of Binding Contract

1.1 Complete and Binding Legal Agreement

These Terms and Conditions, together with the policies and agreements we reference or make available in connection with the Service including our Privacy Policy, Data Processing Agreement, Acceptable Use Policy, API/SDK terms, white-label or merchant terms, SMS and electronic communications terms, data ownership or usage disclosures, and any feature-specific supplemental terms (collectively, the “Terms”)—form a legally binding agreement between you and InStoreAdvisor Inc. (publicly known as “LiquorChat”), a Delaware corporation, and, where applicable, our affiliates (together, “Company,” “we,” “us,” or “our”). The Terms govern your access to and use of the LiquorChat platform, applications, websites, APIs, SDKs, documentation, and related products and services, as each may evolve over time (collectively, the “Service”). For purposes of these Terms, “you” or “your” means the individual user and, if the user is acting on behalf of a business or other legal entity, that entity as well (see Section 1.2 for authority requirements). Users are classified as either (i) Consumers, meaning natural persons acting outside their trade, business, craft, or profession who use the Service primarily for personal, family, or household purposes, or (ii) Business Users (also referred to, but not limited or exclusive to, as “Merchants” in some instances), meaning natural persons or legal entities acting in a commercial or professional capacity, including their employees, contractors, or agents using the Service for business purposes. Certain provisions apply differently to Consumers and Business Users as expressly stated in these Terms. The Terms incorporate by reference any supplemental or feature-specific terms presented to you within the Service (“Supplemental Terms”); if Supplemental Terms conflict with this document for a particular feature, the Supplemental Terms control for that feature. If you have a separately executed master services agreement, order form, or other written agreement with us, that agreement will control to the extent of any direct conflict with these Terms. Nothing in these Terms limits any non-waivable rights you have under applicable consumer protection, privacy, or e-commerce laws; where these Terms conflict with such mandatory laws as to Consumers, the more protective rule for Consumers governs.

BY ENGAGING IN ANY OF THE FOLLOWING ACTIONS, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS SET FORTH IN THESE TERMS AND CONDITIONS, INCLUDING ALL POLICIES AND DOCUMENTS INCORPORATED BY REFERENCE. THIS CONSTITUTES A LEGALLY BINDING CONTRACT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL ACCESS TO AND USE OF THE SERVICE.

You expressly acknowledge that you have had the opportunity to review these Terms, consult with legal counsel if desired, and that your agreement is knowing and voluntary.

The following actions each independently constitute your acceptance of these Terms:

• •(a) Affirmative Consent Action: Clicking, tapping, or otherwise activating any button, checkbox, link, or interface element stating “I Agree,” “I Accept,” “Continue,” “Sign Up,” “Get Started,” “Proceed,” “Submit,” “Confirm,” “Authorize,” “Grant Access,” or any similar affirmative action that is presented alongside these Terms or a conspicuous link to these Terms, whether on our website, in our application, through our API, or in any interface we provide;
• •(b) Account Creation with Notice: Creating, registering, activating, claiming, or establishing an account with the Service after being presented with these Terms or a conspicuous hyperlink to these Terms during the account creation process, with a clear indication that account creation constitutes acceptance of these Terms;
• •(c) Continued Use After Notice: Continuing to use the Service after we have provided you with actual notice of these Terms through one or more of the following methods: (i) displaying a prominent banner, pop-up, or interstitial screen notifying you of new or updated Terms; (ii) sending an email to your registered email address with these Terms or a link to these Terms; (iii) requiring you to acknowledge receipt of notice of these Terms before accessing certain Service features; or (iv) any other method reasonably calculated to provide you with actual notice; provided that you have been given a reasonable opportunity (not less than 14 days for existing users) to review these Terms and discontinue use of the Service if you do not agree;
• •(d) Express Written Agreement: Executing a written agreement, order form, statement of work, or other document that expressly incorporates these Terms by reference;
• •(e) API or Integration Activation: Implementing, deploying, or activating any API keys, webhooks, SDKs, or integration code after being presented with documentation that clearly states that such implementation constitutes acceptance of these Terms;
• •(f) Payment with Notice: Making any payment for the Service after being presented with these Terms or a clear notice that payment constitutes acceptance of these Terms.

For the avoidance of doubt, your acceptance of these Terms is effective upon the first occurrence of any of the actions described above. You do not need to perform all of them; any single action is sufficient to form a binding agreement.

If you are accepting these Terms on behalf of an organization, company, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and your acceptance will be treated as acceptance by that entity. In that event, “you” and “your” will refer to both you individually and the entity you represent.

For Business Users utilizing API access, integration capabilities, or white-label features, additional terms may apply as set forth in Section 9 (Merchant Terms) and any applicable Supplemental Terms. Your use of such features constitutes acceptance of those additional terms.

1.2 Authority, Capacity, and Representation

If you are accepting these Terms on behalf of a business, corporation, partnership, LLC, non-profit, government entity, or any other legal entity, you represent and warrant that: (a) you are duly authorized by the entity to accept these Terms on its behalf; (b) the entity agrees to be bound by these Terms; (c) you have the legal authority and power to bind the entity; and (d) both you and the entity will comply with all applicable laws in connection with the use of the Service. If you do not have such authority, or if you or the entity does not agree with these Terms, you may not use the Service.

For Consumers: You represent that you are at least the age of majority in your jurisdiction of residence (and in all cases at least 21 years of age due to the alcohol-related nature of the Service) and have the legal capacity to enter into a binding agreement.

1.3 Absolute Prohibition on Use Without Complete Agreement

If you do not agree to any provision of these Terms, you are strictly prohibited from accessing or using the Service in any manner. Any unauthorized access or use constitutes a material breach of these Terms and may violate applicable law. We reserve the right to pursue all available legal remedies, including but not limited to injunctive relief, damages, and recovery of attorney's fees, against any person or entity that accesses or uses the Service without agreeing to these Terms.

2. Age Requirements, Verification, Alcohol Compliance, and Regulatory Obligations

2.1 Minimum Age & Alcohol Content

• •(a) You must be at least 21 years of age to access or use any part of the Service. This requirement applies regardless of your jurisdiction's general age of majority and is mandated by the alcohol-related nature of the Service.
• •(b) The Service contains content related to alcoholic beverages, including but not limited to product information, pricing, marketing materials, analytics, and recommendations. All such content is intended exclusively for individuals who are of legal drinking age in their jurisdiction.
• •(c) By accessing the Service, you affirm under penalty of perjury that you are at least 21 years of age and are legally permitted to view, receive, and interact with alcohol-related content in your jurisdiction.
• •(d) If we determine or reasonably suspect that you are under 21 years of age, we will immediately terminate your access to the Service and delete any personal information we have collected from you in connection with your use, in compliance with applicable child protection laws including COPPA.

2.2 Comprehensive and Multi-Layered Age Verification Procedures

We implement commercially reasonable age verification measures, which may include but are not limited to: age gate prompts, date of birth collection, third-party age verification services, identity document verification, and database cross-referencing. You agree to cooperate with all age verification procedures we implement and to provide truthful information. We reserve the right to enhance, modify, or add additional age verification measures at any time without prior notice. Failure or refusal to complete any age verification procedure will result in denial of access to the Service.

2.3 Severe Penalties and Consequences for Age Misrepresentation

Providing false information about your age to access the Service constitutes fraud and a material breach of these Terms. If you misrepresent your age, you agree that: (a) your access to the Service will be immediately and permanently terminated; (b) you will be liable for all damages, costs, and expenses (including attorney's fees) we incur as a result of your misrepresentation; (c) we may report the misrepresentation to applicable law enforcement authorities; and (d) you will indemnify and hold us harmless from any claims, fines, penalties, or regulatory actions arising from your misrepresentation.

Parents and legal guardians are responsible for monitoring their minor children's internet use. If a minor has accessed the Service by providing false age information, the parent or guardian should contact us immediately at alden@liquorchat.ai so that we can take appropriate action.

2.4 Comprehensive Alcohol Compliance and Regulatory Requirements

The Service operates within the highly regulated alcoholic beverage industry. All users acknowledge and agree that: (a) the sale, distribution, marketing, and advertising of alcoholic beverages is subject to extensive federal, state, and local regulation; (b) these regulations vary significantly by jurisdiction and are subject to change; (c) compliance with all applicable alcohol laws is the responsibility of the user; and (d) the Company does not provide legal advice regarding alcohol regulatory compliance.

Business Users acknowledge that they are solely responsible for ensuring that their use of the Service complies with all applicable alcohol laws and regulations in every jurisdiction in which they operate, including but not limited to: the Federal Alcohol Administration Act, TTB regulations (27 CFR), state Alcoholic Beverage Control (ABC) laws, tied-house laws, three-tier system requirements, advertising and marketing restrictions, pricing and promotion regulations, and local ordinances.

The Company makes no representation or warranty that the Service or any content, feature, or output of the Service complies with the specific alcohol laws applicable to your business or jurisdiction. You should consult with qualified legal counsel regarding your specific compliance obligations.

2.5 Merchant and Business Alcohol Compliance Obligations

Business Users who are licensed alcohol retailers, distributors, or manufacturers represent and warrant that: (a) they hold all licenses and permits required to operate their business in each jurisdiction where they use the Service; (b) their licenses are in good standing and have not been suspended or revoked; (c) they will promptly notify us of any changes to their licensing status; (d) they will not use the Service in any manner that would violate the terms of their licenses; (e) they will implement and maintain their own age verification procedures for their end customers; and (f) they assume full responsibility for compliance with all alcohol-specific regulations applicable to their operations.

3. Data Rights and Licensing

3.1 Data License Grant

FOR BUSINESS USERS: By using the Service, you grant the Company a worldwide, perpetual, irrevocable, royalty-free, fully sublicensable, transferable license to collect, store, process, analyze, aggregate, de-identify, and use all data generated through or in connection with your use of the Service (“Business Data”), including but not limited to: transaction data, customer interaction data, behavioral analytics, usage patterns, performance metrics, and any other data generated by or through the Service. This license survives termination of these Terms and your account.

FOR CONSUMERS: We collect and process your personal data in accordance with our Privacy Policy and applicable data protection laws. We obtain a limited license to use your data as described in our Privacy Policy. You retain ownership of your personal data and can exercise your data rights as described in Section 5.

3.2 Intellectual Property in Service Outputs

3.2.1 Business User Outputs: Subject to the licenses granted herein and any applicable Supplemental Terms, Business Users retain ownership of original content they create using the Service, provided that: (a) the Company retains all rights in the underlying technology, algorithms, models, and methodologies used to generate such outputs; (b) the Company may use anonymized and aggregated output data for product improvement, benchmarking, and AI training purposes; and (c) any AI-generated content is subject to the additional terms in Section 8.

3.2.2 Consumer Outputs: Consumers retain ownership of their personal content. Any AI-generated recommendations, suggestions, or content provided to Consumers through the Service are licensed, not sold, for personal, non-commercial use only.

3.3 User-Generated Content License

By submitting, posting, or transmitting any content through the Service (“User Content”), you grant the Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, fully sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, and create derivative works from such User Content in any media format and through any distribution channels, including for purposes of marketing, product improvement, and AI training. You represent and warrant that you have all necessary rights to grant this license and that the User Content does not infringe any third-party rights.

3.4 Data Export and Portability

FOR BUSINESS USERS: Upon written request during the term of your subscription, we will provide an export of your Business Data in a commonly used, machine-readable format within thirty (30) days. After termination, data export is available for sixty (60) days, after which we may delete your data (subject to our retention obligations under applicable law and these Terms).

FOR CONSUMERS: You have the right to data portability under applicable data protection laws. You may request a copy of your personal data in a structured, commonly used, machine-readable format. See Section 5 for details on exercising your data rights.

3.4.1 Customer Data Export Restrictions

Notwithstanding the foregoing, the following restrictions apply to data export:

• •Exported data will not include proprietary analytics, derived insights, or AI-generated intelligence that constitutes Company intellectual property;
• •Data exports are limited to data that you originally provided or that was generated directly from your transactions;
• •We may charge reasonable fees for large-scale or frequent data export requests by Business Users;
• •Aggregated, anonymized, or de-identified data is not subject to export requests as it does not constitute personal data or identifiable Business Data;
• •Consumer data export requests are always free of charge as required by applicable law.

These restrictions do not limit any rights you have under mandatory data protection laws.

3.5 Unlimited and Perpetual Rights for AI Training

FOR BUSINESS USERS: You acknowledge and agree that the Company may use all Business Data, including transactional data, behavioral data, and aggregated analytics, for the purpose of training, improving, and developing the Company's artificial intelligence models, machine learning systems, and algorithmic processes. This right is perpetual, survives termination, and applies to data in anonymized and aggregated form.

FOR CONSUMERS: We may use anonymized and aggregated data derived from your use of the Service for AI training and product improvement purposes. This data will be stripped of personal identifiers before use. Where required by law (e.g., under GDPR), we will obtain appropriate consent or rely on a legitimate interest basis. You have the right to object to this processing as described in Section 5.

3.6 Company Intellectual Property Rights

The Service, including all software, algorithms, models, interfaces, designs, documentation, trademarks, trade names, logos, and other intellectual property associated with the Service, is and remains the exclusive property of the Company or its licensors. Nothing in these Terms transfers any ownership of Company intellectual property to you.

You may not copy, modify, distribute, sell, or lease any part of the Service or its underlying technology, nor may you reverse engineer, decompile, or attempt to extract the source code of the Service, except as expressly permitted by applicable law.

4. Comprehensive Tracking, Complete Data Collection, and Pervasive Surveillance

4.1 Scope of Data Collection

FOR BUSINESS USERS: By using the Service, you acknowledge and consent to comprehensive data collection as described in this Section 4. The scope of collection is broad because the value of the Service depends on rich data analytics.

FOR CONSUMERS: We collect data as described in our Privacy Policy. Consumer data collection is limited to what is necessary for the purposes described, and you have rights to control this collection as outlined below and in Section 5.

Purpose-Driven Collection: All data collection serves one or more of the following purposes:

• •Providing and improving the Service;
• •Personalizing your experience;
• •Ensuring security and preventing fraud;
• •Complying with legal obligations (including alcohol regulatory requirements);
• •Analytics and product development;
• •AI training and model improvement (in anonymized/aggregated form);
• •Marketing and communications (with your consent where required).

4.2 Consumer Tracking Rights

Cookie Consent: We use cookies and similar tracking technologies. Before placing non-essential cookies, we obtain your consent through our cookie consent mechanism. You can modify your preferences at any time through our cookie settings.

Tracking Transparency: We provide clear information about what tracking technologies we use, why we use them, and how long they persist. See our Privacy Policy for detailed information.

Do Not Track: We honor Do Not Track (DNT) signals and Global Privacy Control (GPC) signals sent by your browser.

Right to Object: You have the right to object to tracking for direct marketing purposes at any time. See Section 4.11 for opt-out methods.

4.3 Complete Device Hardware and Technical Information Tracking

FOR BUSINESS USERS: The Service collects comprehensive device and technical information including but not limited to: device type, model, and manufacturer; operating system type and version; browser type and version; screen resolution, color depth, and display characteristics; device identifiers (including advertising IDs, hardware serial numbers where available, and unique device fingerprints); network information including IP address, ISP, connection type, and network speed; installed plugins and extensions; language and locale settings; time zone; referring URLs and exit pages; and any other technical parameters that may be used to identify or distinguish your device.

FOR CONSUMERS: We collect basic device information (device type, operating system, browser type, IP address) necessary to provide the Service and ensure security. Additional device tracking requires your consent.

4.4 Complete Behavioral Interaction and Usage Tracking

FOR BUSINESS USERS: The Service tracks all interactions with the platform including but not limited to: pages viewed and time spent on each page; features used and frequency of use; clicks, taps, scrolls, and navigation patterns; search queries and filter selections; content created, viewed, edited, or deleted; file uploads and downloads; session duration and frequency; workflow patterns and feature adoption metrics; error encounters and resolution paths; and any other behavioral signals generated through your use of the Service.

FOR CONSUMERS: We track your interactions with the Service to improve your experience and provide relevant recommendations. This includes pages viewed, features used, and preferences expressed. You can opt out of non-essential behavioral tracking.

4.5 Advanced Analytics

FOR BUSINESS USERS: The Service employs advanced analytics including but not limited to: predictive modeling based on historical usage patterns; cohort analysis and segmentation; conversion funnel analysis; A/B testing and experimentation frameworks; attribution modeling; customer lifetime value estimation; churn prediction; market trend analysis; competitive benchmarking using aggregated anonymized data; and machine learning-based pattern recognition. These analytics may combine data from multiple sources to create comprehensive user profiles for the purpose of delivering and improving the Service.

FOR CONSUMERS: We use analytics to understand how consumers use the Service and to improve it. Consumer analytics data is processed in accordance with our Privacy Policy and applicable data protection laws. You may opt out of non-essential analytics processing.

4.6 Comprehensive Location Tracking

FOR BUSINESS USERS: The Service may collect location information including but not limited to: precise GPS coordinates (where device permissions allow); approximate location derived from IP address; Wi-Fi access point data; Bluetooth beacon data; cell tower triangulation data; location history and movement patterns; time zone and regional settings; shipping and billing addresses; and any other location signals available through your device or network. Location data is used for service delivery, analytics, compliance verification, and product improvement.

FOR CONSUMERS: We only collect precise location data with your explicit consent. Approximate location (derived from IP address) may be collected without separate consent for the purpose of providing location-relevant content and complying with jurisdiction-specific alcohol regulations. You can disable location sharing in your device settings at any time.

4.7 Biometric Data Collection

FOR BUSINESS USERS: The Service may utilize biometric identifiers and biometric information for security, authentication, and age verification purposes, including but not limited to facial recognition, voice recognition, and behavioral biometrics (typing patterns, device interaction patterns). By using features that employ biometric data, you consent to the collection, storage, and processing of such data.

FOR CONSUMERS:

Notice: If we collect biometric data from you, we will provide clear notice at the point of collection explaining what data is collected, why, and how long it will be retained.

Consent: We will obtain your explicit, informed consent before collecting any biometric data. You can withdraw consent at any time.

Jurisdiction-Specific Rights: If you are in Illinois (BIPA), Texas (CUBI), Washington, or any other jurisdiction with biometric privacy laws, additional protections apply. See Section 5 for details.

Alternative Options: Where biometric verification is used, we will provide alternative non-biometric verification methods where feasible.

4.8 Third-Party Tracking

FOR BUSINESS USERS: The Service integrates with and may share data with third-party analytics, advertising, and service providers including but not limited to: Google Analytics, Google Tag Manager, Meta/Facebook Pixel, PostHog, Hotjar, payment processors, email service providers, CRM platforms, advertising networks, identity verification services, and other technology partners. These third parties may independently collect and process data through their own tracking technologies embedded in the Service.

FOR CONSUMERS:

Disclosure: We use the following categories of third-party tracking: analytics providers, advertising networks (with consent), security and fraud prevention services, and payment processors. A full list is available in our Privacy Policy.

Purpose Limitation: Third-party tracking for advertising purposes only occurs with your consent.

Opt-Out: You can opt out of third-party advertising tracking through our cookie settings, browser settings, or industry opt-out tools (such as the DAA's AdChoices or NAI's Consumer Opt-Out).

Data Processing Agreements: We maintain data processing agreements with all third-party providers that process personal data on our behalf.

4.9 Persistent Cross-Context Tracking

FOR BUSINESS USERS: The Service employs cross-context tracking technologies that may follow your activity across multiple websites, applications, devices, and sessions. This includes but is not limited to: cross-device tracking using deterministic and probabilistic matching; cross-site tracking through shared identifiers and third-party cookies; cross-platform tracking through API integrations and SDKs; session stitching and identity resolution; and persistent identifiers that survive cookie deletion, browser clearing, and device changes.

FOR CONSUMERS: Cross-context tracking (tracking your activity across different websites or services) is subject to your consent where required by law. California consumers have the right to opt out of cross-context behavioral advertising under the CPRA. See Section 4.11 and Section 5 for opt-out methods.

4.10 No Opt-Out for Essential Tracking

Business Users acknowledge that certain tracking is essential to the delivery of the Service and cannot be disabled, including: authentication and session management; security monitoring and fraud detection; service performance monitoring; regulatory compliance tracking (including alcohol law compliance); and billing and usage metering. Opting out of essential tracking requires termination of the Service.

4.11 Consumer Rights to Opt-Out

Consumers have the following opt-out rights:

• •Cookie Preferences: Manage through our cookie consent tool accessible on every page;
• •Marketing Communications: Unsubscribe link in every email, STOP for SMS;
• •Advertising Tracking: Opt out via cookie settings or industry tools;
• •Analytics: Disable through cookie preferences;
• •Sale/Sharing of Personal Information: “Do Not Sell or Share My Personal Information” link (California and applicable state residents);
• •Global Privacy Control: We honor GPC signals sent by your browser.

5. Comprehensive Privacy, Data Protection, and Multi-Jurisdictional Compliance

5.1 Integration with Privacy Policy

Our Privacy Policy is incorporated into these Terms by reference and governs our collection, use, and disclosure of personal information.

FOR BUSINESS USERS: The Privacy Policy, together with any Data Processing Agreement (“DPA”) executed between us, governs data processing activities. In the event of conflict between the Privacy Policy and a DPA, the DPA controls for the processing activities it covers.

FOR CONSUMERS: The Privacy Policy explains in plain language what data we collect, why, how we use it, who we share it with, and what rights you have. We encourage you to read it carefully.

5.2 Automated Decision-Making and Profiling (ADMT) Disclosure

FOR BUSINESS USERS: The Service employs automated decision-making technology (“ADMT”) including but not limited to: algorithmic content recommendations, automated analytics and reporting, AI-powered insights and suggestions, automated compliance screening, and predictive modeling. Business Users consent to these automated processes as integral to the Service.

FOR CONSUMERS:

California Consumers: Under the CPRA, you have the right to opt out of automated decision-making technology that produces legal or similarly significant effects. We will provide notice before using ADMT that significantly affects you and offer an opt-out mechanism.

EU/UK Consumers: Under GDPR Articles 13(2)(f) and 22, you have the right not to be subject to a decision based solely on automated processing that produces legal or similarly significant effects. Where we use such processing, we will: (a) inform you of the logic involved; (b) explain the significance and envisaged consequences; and (c) provide the right to obtain human intervention, express your point of view, and contest the decision.

All Other Consumers: Where automated decisions significantly affect you, you may request a human review by contacting us at alden@liquorchat.ai.

5.3 International Data Transfers

FOR BUSINESS USERS: Data may be transferred to and processed in the United States and other countries where the Company or its service providers operate. By using the Service, Business Users consent to such transfers and acknowledge that data protection laws in these countries may differ from those in your jurisdiction.

FOR CONSUMERS:

EU/UK/EEA: Where we transfer your personal data outside the EEA/UK, we ensure appropriate safeguards are in place, including: Standard Contractual Clauses (SCCs) approved by the European Commission; UK International Data Transfer Agreement or Addendum; adequacy decisions; or other approved transfer mechanisms. You may request a copy of the applicable safeguards by contacting us.

Other International: For transfers from other jurisdictions with data transfer restrictions, we comply with applicable local requirements and implement appropriate safeguards.

5.4 Data Retention and Deletion Rights

FOR BUSINESS USERS: We retain Business Data for the duration of your subscription plus three (3) years, unless a longer retention period is required by law or requested in writing. Anonymized and aggregated data may be retained indefinitely. After the retention period, data will be securely deleted or anonymized.

Exceptions to deletion include: data required to be retained by law (including tax, financial, and alcohol regulatory records); data necessary to resolve pending disputes or enforce these Terms; anonymized or aggregated data that no longer identifies you; and backup copies that will be deleted in the ordinary course of backup rotation.

FOR CONSUMERS: We retain your personal data only as long as necessary for the purposes described in our Privacy Policy. You have the right to request deletion of your personal data, subject to certain exceptions required by law. Upon receiving a verified deletion request, we will delete your data within the timeframes required by applicable law (typically 30-45 days).

5.5 Comprehensive Consumer Rights by Jurisdiction

EU/UK/EEA (GDPR, UK GDPR): You have rights under Articles 15-22 of the GDPR including: the right of access (Art. 15); the right to rectification (Art. 16); the right to erasure/right to be forgotten (Art. 17); the right to restriction of processing (Art. 18); the right to data portability (Art. 20); the right to object (Art. 21); rights related to automated decision-making and profiling (Art. 22); and the right to lodge a complaint with a supervisory authority.

California (CCPA/CPRA): California residents have the right to: know what personal information is collected, used, shared, or sold; delete personal information held by businesses; opt out of the sale or sharing of personal information; correct inaccurate personal information; limit the use of sensitive personal information; opt out of automated decision-making technology; and non-discrimination for exercising these rights.

Brazilian (LGPD): Brazilian data subjects have rights including: confirmation of data processing; access to data; correction of incomplete, inaccurate, or outdated data; anonymization, blocking, or deletion of unnecessary data; data portability; information about sharing; information about consent denial consequences; and consent revocation.

Canadian (PIPEDA and Provincial Laws): Canadian residents have the right to: access their personal information; challenge the accuracy and completeness of information; withdraw consent (subject to legal or contractual restrictions); and file a complaint with the Privacy Commissioner of Canada.

Australian (Privacy Act 1988): Australian residents have the right to: access their personal information; request correction of inaccurate information; complain about a breach of the Australian Privacy Principles; and opt out of direct marketing.

All Other Jurisdictions: Regardless of your location, we provide you with reasonable access to your personal data and the ability to correct, amend, or delete it. Contact us at alden@liquorchat.ai to exercise your rights.

5.6 Comprehensive State Privacy Law Compliance

In addition to the CCPA/CPRA, we comply with state privacy laws across the United States. The following subsections detail state-specific rights and obligations.

5.6.1 Multi-State Privacy Rights

Virginia (VCDPA): Virginia consumers have the right to access, correct, delete, obtain a copy of, and opt out of the processing of personal data for targeted advertising, sale, or profiling.

Colorado (CPA): Colorado consumers have the right to opt out of targeted advertising, sale of personal data, and certain profiling activities. We honor universal opt-out mechanisms.

Connecticut (CTDPA): Connecticut consumers have rights similar to Virginia and Colorado, including the right to access, correct, delete, and obtain a portable copy of personal data.

Utah (UCPA): Utah consumers have the right to access, delete, and obtain a portable copy of personal data, and to opt out of targeted advertising and sale.

Oregon (OCPA): Oregon consumers have the right to access, correct, delete, and obtain a copy of personal data, and to opt out of targeted advertising, sale, and profiling.

Texas (TDPSA): Texas consumers have the right to access, correct, delete, and obtain a portable copy of personal data, and to opt out of targeted advertising, sale, and profiling.

Montana (MCDPA): Montana consumers have the right to access, correct, delete, and obtain a portable copy of personal data, and to opt out of targeted advertising, sale, and profiling.

5.6.2 State-Specific Business User Rights

California Business Representative Rights: If you are a California-based employee, contractor, or representative of a Business User, you may have limited rights under the CCPA/CPRA with respect to personal information collected in a business-to-business context. Contact us to learn more about how we handle B2B personal information.

5.6.3 Universal Privacy Controls

Global Privacy Control (GPC): We recognize and honor GPC signals as a valid opt-out of sale/sharing of personal information under applicable state laws.

Do Not Track (DNT): We honor DNT signals sent by your browser.

State-Specific Signals: We comply with any state-mandated universal opt-out mechanisms as they become effective.

5.6.4 Verification and Appeal Rights

Verification: We may need to verify your identity before fulfilling privacy requests. We will use reasonable methods to verify your identity and will not require you to create an account solely for verification purposes.

Response Time: We respond to verified requests within the timeframes required by applicable law (typically 30-45 days, with extensions where permitted).

Appeals: If we deny your privacy request, you have the right to appeal. We will provide instructions for the appeal process in our denial response.

Attorney General Complaint: If you are unsatisfied with the result of an appeal, you have the right to file a complaint with your state's Attorney General.

5.7 Data Breach Notification

In the event of a data breach affecting your personal information, we will:

• •Notify affected individuals within the timeframes required by applicable law (typically 72 hours for EU/UK, and as required by individual state breach notification laws);
• •Provide details about the nature of the breach, the types of data affected, and the measures taken to address it;
• •Notify applicable regulatory authorities as required by law.

6. Electronic Communications and TCPA Compliance

6.1 Consent for Electronic Communications

FOR BUSINESS USERS: By creating an account or using the Service, you consent to receive electronic communications from us, including but not limited to: service announcements, product updates, billing notifications, security alerts, compliance updates, marketing communications, and partner offers. You may opt out of marketing communications but not transactional or legally required communications.

Business Users who register phone numbers with the Service consent to receiving automated calls and text messages at those numbers for service-related purposes.

FOR CONSUMERS: We will send you transactional communications (order confirmations, account notifications, security alerts) that are necessary for providing the Service. These are not marketing messages and do not require separate consent.

For marketing communications (promotional emails, SMS offers, newsletters), we will obtain your prior express consent. You can withdraw consent at any time using the methods described in Section 6.3.

6.2 TCPA and State Law Compliance

Federal Compliance: All text messaging and telephone communications comply with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and FCC regulations, including requirements for: prior express written consent for marketing messages; prior express consent for non-marketing automated calls; identification of the sender; opt-out mechanisms in every message; and honoring the National Do Not Call Registry.

State-Specific Requirements:

Florida: We comply with the Florida Telephone Solicitation Act, including the prohibition on automated calls and texts before 8:00 AM or after 8:00 PM local time, and additional consent requirements.

Connecticut: We comply with Connecticut's telemarketing regulations, including do-not-call requirements and time-of-day restrictions.

Oklahoma: We comply with Oklahoma's Telephone Solicitation Act, including registration requirements and consent provisions.

6.3 Opt-Out and Revocation of Consent

Text Message Opt-Out: Reply STOP to any text message to opt out of all text marketing communications. You will receive a confirmation message, and no further marketing texts will be sent. Standard message and data rates may apply to the STOP message.

Other Opt-Out Methods: You may also opt out by: emailing alden@liquorchat.ai with the subject line “Opt-Out”; calling us and requesting removal; updating your communication preferences in your account settings; or using any other method we make available.

Opt-Out Processing: Opt-out requests will be processed within 10 business days. During processing, you may receive previously scheduled communications. Opting out of marketing communications does not affect transactional or legally required communications.

7. License Grant, Output Restrictions, and Use Limitations

7.1 Extremely Limited License

FOR BUSINESS USERS: Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription.

FOR CONSUMERS: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal, non-commercial purposes.

This license is revocable at any time in our sole discretion, with or without cause, subject to any notice requirements under applicable law. The license does not include any right to sublicense, resell, distribute, or make available the Service to any third party.

7.2 Comprehensive Output Restrictions

Accuracy Disclaimer: The Service, including any AI-generated outputs, may produce inaccurate, incomplete, or biased results. You are solely responsible for reviewing, verifying, and validating all outputs before relying on them or sharing them with third parties. The Company makes no warranty regarding the accuracy, completeness, or reliability of any output.

Prohibited Uses of Outputs: You may not use Service outputs to:

• •Make decisions that have legal or similarly significant effects on individuals without human review;
• •Generate content that violates any law or regulation, including alcohol advertising laws;
• •Create misleading or deceptive marketing materials;
• •Develop or train competing AI models or services;
• •Impersonate any person or entity;
• •Generate content targeting individuals under 21 years of age;
• •Create content that promotes irresponsible alcohol consumption;
• •Produce content that infringes intellectual property rights;
• •Generate discriminatory or harassing content;
• •Create content for use in any jurisdiction where such content would be unlawful.

7.3 Acceptable Use Policy

You agree not to engage in any of the following prohibited activities:

Legal Violations: Using the Service for any purpose that is unlawful, fraudulent, or prohibited by these Terms; violating any applicable law, regulation, or ordinance; facilitating illegal transactions or activities.

Security Violations: Attempting to gain unauthorized access to the Service, other accounts, computer systems, or networks; interfering with or disrupting the Service or its infrastructure; introducing malicious code, viruses, or other harmful technology.

Intellectual Property Violations: Copying, modifying, or distributing the Service or its content without authorization; reverse engineering, decompiling, or disassembling any aspect of the Service; removing or altering any proprietary notices or labels.

Data and Privacy Violations: Collecting personal information of other users without consent; scraping, data mining, or using automated means to extract data from the Service; violating the privacy rights of any individual.

AI Misuse: Using the Service to develop competing AI products; attempting to extract or replicate our AI models, training data, or algorithms; using outputs to train third-party AI systems without our written consent.

Harmful Content: Uploading or distributing content that is defamatory, obscene, threatening, or harassing; creating content that promotes violence, discrimination, or hatred; generating content that exploits minors in any way.

Commercial Violations: Reselling or redistributing the Service without authorization; using the Service to send unsolicited commercial communications; engaging in any activity that unfairly competes with the Company.

8. Artificial Intelligence Terms

8.1 Restrictions on AI Development

Prohibition: You may not use the Service, its outputs, data, or any information derived from the Service to develop, train, improve, or validate any artificial intelligence model, machine learning system, neural network, or other automated decision-making technology, whether directly or through a third party, without our prior written consent.

Remedies FOR BUSINESS USERS: Violation of this restriction entitles the Company to:

• •Immediate termination of your access to the Service;
• •Liquidated damages of $50,000 per violation, or actual damages, whichever is greater;
• •Injunctive relief to prevent further unauthorized use;
• •Recovery of all attorney's fees and costs;
• •Any other remedies available at law or in equity.

FOR CONSUMERS: This restriction does not apply to personal, non-commercial research or educational use of Service outputs, to the extent permitted by applicable law.

8.2 AI Transparency and Limitations

Nature of AI Service: The Service uses artificial intelligence, including large language models and machine learning algorithms, to provide various features. You acknowledge that:

• •AI-generated content may contain errors, biases, or inaccuracies;
• •AI outputs should not be treated as professional advice (legal, medical, financial, or otherwise);
• •The Company does not guarantee the accuracy, completeness, or fitness of AI outputs for any particular purpose;
• •AI models are periodically updated, which may change the nature of outputs;
• •Human review and judgment should always be applied to AI-generated content before reliance or publication.

Error Rates: AI systems inherently produce errors. We publish information about our AI capabilities and limitations in our documentation. We are committed to transparency about the capabilities and limitations of our AI features.

8.3 Regulatory Evolution

Regulatory Landscape: The regulatory landscape for artificial intelligence is rapidly evolving. New laws and regulations (including the EU AI Act, state-level AI legislation, and sector-specific AI regulations) may impose additional requirements on the use of AI services.

Our Approach: We are committed to complying with applicable AI regulations as they take effect and will update the Service and these Terms as necessary to maintain compliance.

Your Responsibility: You are responsible for ensuring that your use of AI features within the Service complies with all applicable laws in your jurisdiction, including any AI-specific regulations.

9. Comprehensive Merchant Terms and B2B Liability Shifting

9.1 Additional Representations for Business Users

Business Authorization: You represent and warrant that you are duly organized, validly existing, and in good standing under the laws of your jurisdiction; that you have all necessary authority and approvals to use the Service; and that your use of the Service does not violate any agreement to which you are a party.

Regulatory Compliance: You represent that you hold all licenses, permits, and registrations required for your business operations, including all alcohol-related licenses; that you will maintain such licenses in good standing throughout your use of the Service; and that you will promptly notify us of any changes to your regulatory status.

Operational Requirements: You agree to: designate a responsible person for managing your use of the Service; ensure that all individuals who access the Service on your behalf are properly authorized and trained; maintain accurate and up-to-date account information; and implement appropriate security measures to protect account credentials.

9.2 Indemnification by Business Users

Obligation: Business Users agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• •(a) Your use of the Service or any data, content, or materials submitted through the Service;
• •(b) Your violation of these Terms or any applicable law or regulation;
• •(c) Your violation of any third-party right, including intellectual property, privacy, or publicity rights;
• •(d) Any claim by your end users, customers, or third parties related to your use of the Service;
• •(e) Your failure to comply with alcohol laws and regulations;
• •(f) Any regulatory investigation, enforcement action, or penalty related to your business;
• •(g) Your failure to maintain required licenses or permits;
• •(h) Any data breach or security incident caused by your negligence or failure to implement reasonable security measures.

Process: We will notify you of any claim subject to indemnification and provide reasonable cooperation in the defense of such claim. You may not settle any claim without our prior written consent. We reserve the right to assume exclusive control of the defense of any claim at our own expense.

Limitations: This indemnification obligation does not apply to claims arising solely from the Company's gross negligence, willful misconduct, or material breach of these Terms.

9.3 Complete Assumption of End-User Liability

Age Verification: Business Users assume complete responsibility for verifying the age and legal eligibility of their end users and customers. The Company is not responsible for any failure by a Business User to properly verify age.

Data Protection: Business Users are responsible for complying with all applicable data protection laws in their collection and processing of end-user data, including obtaining all necessary consents and providing required notices.

Consumer Protection: Business Users are responsible for complying with all consumer protection laws applicable to their interactions with end users, including truth-in-advertising requirements, pricing disclosures, and return/refund policies.

Accessibility: Business Users are responsible for ensuring that their use of the Service and any content they create or distribute through the Service complies with applicable accessibility laws and standards.

Content Responsibility: Business Users are solely responsible for all content they create, distribute, or make available through the Service, including ensuring that such content complies with all applicable laws and regulations.

9.4 White-Label and Integration Requirements

End User Terms: Business Users who utilize white-label or integration features must implement their own terms of service and privacy policy for their end users that are at least as protective as these Terms with respect to the Company's rights and interests.

Required Attributions: Unless otherwise agreed in writing, Business Users must include appropriate attribution to the Company as required by the applicable Supplemental Terms or documentation.

Data Disclosure: Business Users must disclose to their end users that data may be shared with and processed by the Company in accordance with applicable data protection laws.

Liability Assumption: Business Users assume all liability for claims by their end users arising from the use of white-label or integrated features.

9.5 Competitive Intelligence and Revenue Sharing

No Revenue Sharing: Unless expressly provided in a separate written agreement, no revenue sharing arrangement exists between the Company and any Business User.

Competitor Access: The Company reserves the right to provide the Service to any party, including competitors of Business Users, and to use aggregated, anonymized data from all users to improve the Service.

Data Products: The Company may create and commercialize data products, analytics tools, benchmarking reports, and other derivative works based on aggregated, anonymized data collected through the Service, and Business Users have no claim to revenue generated from such products.

10. Fees, Payments, and Financial Terms

10.1 Current Pricing and Future Changes

FOR BUSINESS USERS: Fees for the Service are as set forth in the applicable order form, pricing page, or subscription agreement. We reserve the right to change our fees upon thirty (30) days' written notice. Continued use of the Service after a fee change constitutes acceptance of the new fees. If you do not agree to the new fees, you may terminate your subscription before the new fees take effect.

FOR CONSUMERS: Any fees applicable to Consumer features will be clearly disclosed before purchase. Price changes for subscription services will be communicated at least thirty (30) days in advance, and you will have the opportunity to cancel before the new price takes effect. We will not retroactively increase prices for a current billing period.

10.2 Payment Terms and Billing

FOR BUSINESS USERS: Payment is due in accordance with the terms specified in your order form or subscription agreement. Late payments accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. We may suspend the Service for accounts that are more than thirty (30) days past due.

FOR CONSUMERS: Payment is processed at the time of purchase or at the beginning of each billing cycle for subscriptions. We use secure, PCI-compliant payment processors. You will receive a receipt for every payment.

10.3 Disputed Charges and Chargebacks

FOR BUSINESS USERS: If you dispute a charge, you must notify us in writing within thirty (30) days of the charge. Undisputed portions must be paid when due. We will work in good faith to resolve disputes. Chargebacks filed without first attempting to resolve the dispute with us may result in suspension of your account.

FOR CONSUMERS: If you believe a charge is incorrect, contact us at alden@liquorchat.ai and we will investigate promptly. You also retain all rights to dispute charges with your payment provider. We will not retaliate against you for exercising your dispute rights.

10.4 Service Availability

FOR BUSINESS USERS: We target 99.9% uptime for the Service but do not guarantee uninterrupted availability. Scheduled maintenance will be communicated in advance when possible. Service level agreements, if applicable, are set forth in separate documents.

FOR CONSUMERS: We strive to provide reliable access to the Service but do not guarantee uninterrupted availability. We will communicate any planned service interruptions in advance when possible.

11. Warranties, Disclaimers, and Limitations of Liability

11.1 Limited Warranty

FOR BUSINESS USERS: We warrant that the Service will perform materially in accordance with the applicable documentation during the term of your subscription. Your sole remedy for breach of this warranty is, at our option, repair or replacement of the non-conforming Service or a pro-rata refund of fees paid for the affected period.

FOR CONSUMERS: We warrant that the Service will be provided with reasonable care and skill and will conform to the description provided to you. If the Service does not meet this standard, you are entitled to remedies under applicable consumer protection law, which may include repair, replacement, or refund.

11.2 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

• •We do not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components;
• •We do not warrant the accuracy, completeness, or reliability of any content or output generated through the Service, including AI-generated content;
• •We do not warrant that the Service will comply with the specific regulatory requirements applicable to your business or jurisdiction.

11.3 Limitation of Liability

FOR BUSINESS USERS: To the maximum extent permitted by law, the Company's total aggregate liability under or in connection with these Terms shall not exceed the greater of: (a) the total fees paid by you to the Company in the twelve (12) months preceding the event giving rise to the claim; or (b) one hundred dollars ($100). In no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of the theory of liability and even if advised of the possibility of such damages.

FOR CONSUMERS: Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any liability that cannot be limited or excluded by applicable consumer protection law. For all other claims, our liability is limited to the amount you paid for the Service in the twelve (12) months preceding the claim, or one hundred dollars ($100), whichever is greater.

11.4 Essential Basis of the Bargain

The disclaimers and limitations of liability set forth in this Section 11 reflect a fair and reasonable allocation of risk between the parties and form an essential basis of the bargain between the parties. The Service would not be provided without these limitations.

12. Dispute Resolution

12.1 Arbitration Agreement — Business Users Only

Business Users agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in New York, New York. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorney's fees, unless the arbitrator determines that a claim was frivolous, in which case the losing party shall pay the prevailing party's reasonable attorney's fees. CLASS ACTION WAIVER: Business Users agree that arbitration shall be conducted on an individual basis only and not as a class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.

12.2 Consumer Dispute Resolution

Consumers are NOT required to arbitrate disputes. Consumers may resolve disputes through: (a) informal negotiation by contacting us at alden@liquorchat.ai; (b) mediation through a mutually agreed mediator; (c) small claims court, if the claim qualifies; (d) the courts of your place of residence, as permitted by applicable consumer protection law; or (e) any consumer dispute resolution body designated by applicable law (including the EU Online Dispute Resolution platform for EU consumers). We will not require consumers to waive their right to participate in class actions.

12.3 Governing Law

FOR BUSINESS USERS: These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

FOR CONSUMERS: These Terms are governed by the laws of your place of residence to the extent required by applicable consumer protection law. Where consumer protection law does not require application of local law, the laws of the State of Delaware apply.

13. Term, Termination, and Survival

13.1 Term

These Terms are effective upon your first access to or use of the Service (or upon your acceptance as described in Section 1.1, whichever occurs first) and remain in effect until terminated in accordance with this Section 13.

13.2 Termination by You

FOR BUSINESS USERS: You may terminate your account and these Terms by providing written notice in accordance with your subscription terms. Unless otherwise specified in your order form, a thirty (30) day notice period applies. You remain responsible for all fees incurred through the effective date of termination.

FOR CONSUMERS: You may terminate your account and these Terms at any time by: deleting your account through the Service settings; contacting us at alden@liquorchat.ai; or simply ceasing to use the Service. For paid subscriptions, cancellation takes effect at the end of the current billing period.

13.3 Termination by Company

FOR BUSINESS USERS: We may terminate or suspend your access to the Service: (a) immediately for material breach of these Terms, including violation of alcohol regulations or failure to maintain required licenses; (b) upon thirty (30) days' written notice for convenience; (c) immediately if required by law enforcement or regulatory authority; or (d) immediately if your account is more than sixty (60) days past due.

FOR CONSUMERS: We may terminate or suspend your account: (a) for material breach of these Terms, after providing notice and a reasonable opportunity to cure (except where the breach involves illegal activity or age misrepresentation, which may result in immediate termination); (b) if required by law enforcement or regulatory authority; or (c) upon reasonable notice if we discontinue the Service.

13.4 Effects of Termination

Immediate Effects: Upon termination, your right to access and use the Service ceases immediately. You must discontinue all use of the Service, including any API integrations.

Data Handling FOR BUSINESS USERS: After termination, you have sixty (60) days to request export of your Business Data. After this period, we may delete your data (subject to our legal retention obligations and the data licenses granted in Section 3).

FOR CONSUMERS: Upon termination, you may request export or deletion of your personal data in accordance with your rights under applicable data protection law. We will process such requests within the timeframes required by law.

13.5 Survival of Terms

The following provisions survive termination of these Terms:

• •Section 3 (Data Rights and Licensing);
• •Section 7.2 (Output Restrictions);
• •Section 8.1 (AI Development Restrictions);
• •Section 9.2 (Indemnification by Business Users);
• •Section 11 (Warranties, Disclaimers, and Limitations of Liability);
• •Section 12 (Dispute Resolution);
• •Section 15 (General Provisions);
• •Any other provisions that by their nature should survive termination.

14. Modifications to Terms

14.1 Our Right to Modify

FOR BUSINESS USERS: We may modify these Terms at any time by posting the revised Terms on our website and providing notice as described in Section 14.2. Material changes will be communicated with at least thirty (30) days' advance notice.

FOR CONSUMERS: We may modify these Terms from time to time. We will not make changes that materially reduce your rights without providing you with clear notice and, where required by law, obtaining your consent. Material changes will be communicated with at least thirty (30) days' advance notice.

Non-material changes (such as formatting, clarifications, or corrections that do not affect your rights or obligations) may be made at any time without notice.

14.2 Notice of Modifications

We may provide notice of modifications through one or more of the following methods:

• •Email to your registered email address;
• •In-app notification or banner;
• •Posting the revised Terms on our website with a prominent notice of the changes;
• •Any other method reasonably calculated to provide actual notice.

Notice Periods FOR BUSINESS USERS: At least thirty (30) days for material changes. We will clearly identify what has changed.

FOR CONSUMERS: At least thirty (30) days for material changes. We will provide a clear summary of the changes and explain how they affect you.

14.3 Your Rights Upon Modification

FOR BUSINESS USERS: If you do not agree to the modified Terms, you may terminate your subscription before the changes take effect. Continued use of the Service after the effective date of modifications constitutes acceptance of the modified Terms.

FOR CONSUMERS: If you do not agree to material changes, you may terminate your account before the changes take effect without penalty. If a material change significantly reduces your rights, you may be entitled to a pro-rata refund for any prepaid period. Your continued use of the Service after the effective date of modifications constitutes acceptance, but only if you have been provided adequate notice and opportunity to opt out.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable DPA, order forms, and Supplemental Terms, constitute the entire agreement between you and the Company regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

15.2 Severability

FOR BUSINESS USERS: If any provision of these Terms is held to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

FOR CONSUMERS: If any provision of these Terms is found to be unfair or unenforceable under applicable consumer protection law, that provision will be severed and the remaining provisions will continue to apply. The unfair provision will not be replaced with a term that is less favorable to you than what applicable law provides.

15.3 No Waiver

Our failure to enforce any provision of these Terms at any time does not constitute a waiver of that provision or of our right to enforce it later. Any waiver must be in writing and signed by an authorized representative of the Company.

15.4 Assignment

Your Rights: You may not assign or transfer these Terms or any rights or obligations under these Terms without our prior written consent.

Our Rights: We may assign these Terms and our rights and obligations to any successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Consumer Protection: Any assignment by us will not reduce the protections afforded to Consumers under these Terms or applicable law.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: natural disasters, acts of God, pandemics, war, terrorism, government actions, sanctions, embargoes, power failures, internet outages, telecommunications failures, or labor disputes. The affected party must provide prompt notice and use reasonable efforts to mitigate the impact.

15.6 Relationship of the Parties

These Terms do not create a partnership, joint venture, employment, agency, or franchise relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf.

15.7 Notices

To Company: InStoreAdvisor Inc., 4465 East Genesee St, Syracuse, NY 13214. Email: alden@liquorchat.ai.

To You: Notices to you will be sent to the email address associated with your account or by posting a notice on the Service. You are responsible for keeping your contact information current.

15.8 Interpretation

FOR CONSUMERS: These Terms shall be interpreted in accordance with applicable consumer protection principles. Any ambiguity in these Terms shall be resolved in favor of the Consumer. Headings and section titles are for convenience only and do not affect the interpretation of these Terms.

16. Accessibility and Accommodation

We are committed to making the Service accessible to all users, including those with disabilities. We strive to conform with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, the Americans with Disabilities Act (ADA), and Section 508 of the Rehabilitation Act. If you encounter any accessibility barriers when using the Service, or if you need these Terms in an alternative format, please contact us at alden@liquorchat.ai and we will make reasonable efforts to accommodate your needs.

17. Specific Consumer Notices by Jurisdiction

17.1 European Union Consumer Notice

Consumer Rights Directive (2011/83/EU): EU consumers have a 14-day right of withdrawal from digital content contracts, which commences upon agreement. By consenting to immediate performance and acknowledging loss of the right of withdrawal, you waive this right for digital content that has been fully delivered.

Digital Content Directive (2019/770/EU): We warrant that the Service conforms to the objective and subjective requirements of the Digital Content Directive, including functionality, compatibility, and security. We will provide necessary updates during the period you reasonably expect.

Unfair Commercial Practices Directive (2005/29/EC): Nothing in these Terms constitutes an unfair commercial practice. Our pricing, advertising, and marketing comply with this Directive.

Online Dispute Resolution: EU consumers may use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

17.2 United Kingdom Consumer Notice

Consumer Rights Act 2015: UK consumers have statutory rights that cannot be excluded or limited by these Terms, including the right to receive services that are performed with reasonable care and skill, that are fit for purpose, and that match any description provided. If the Service does not meet these standards, you may be entitled to a repeat performance, a price reduction, or a refund.

17.3 California Consumer Notice

CCPA/CPRA: California residents have specific privacy rights as detailed in Section 5.5. We do not “sell” personal information as defined by the CCPA. California residents may exercise their rights by contacting us at alden@liquorchat.ai.

Automatic Renewal Law (ARL): If the Service includes an automatic renewal or continuous service feature, we will provide clear and conspicuous disclosure of the terms, obtain your affirmative consent, and provide an acknowledgment in a retainable form.

California Consumer Legal Remedies Act (CLRA): Nothing in these Terms waives rights under the CLRA.

Shine the Light (Civil Code § 1798.83): California residents may request information about our disclosure of personal information to third parties for direct marketing purposes by contacting us.

Contact: California consumers may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at: 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

17.4 Australian Consumer Notice

Australian Consumer Law: Our services come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the services repaired or re-supplied if the services fail to be of acceptable quality and the failure does not amount to a major failure.

18. Alcohol Regulatory Compliance

18.1 Compliance with Alcohol Regulations

Three-Tier System: The Company operates in compliance with the three-tier system of alcohol distribution as applicable:

• •The Service does not facilitate the sale, distribution, or delivery of alcoholic beverages;
• •The Service provides marketing, analytics, and technology services to licensed alcohol retailers;
• •The Company does not hold and does not require a manufacturer, distributor, or retailer license;
• •Business Users are solely responsible for ensuring their use of the Service complies with applicable tied-house laws and three-tier requirements;
• •Nothing in the Service should be construed as creating an improper relationship between tiers.

Age Verification: The Company implements age verification measures as described in Section 2.2. Business Users must implement their own age verification for their end customers and may not rely solely on the Company's verification measures.

18.2 Business User Alcohol Compliance Obligations

Business Users in the alcoholic beverage industry represent, warrant, and agree that:

• •They hold all required federal, state, and local licenses and permits for their alcohol-related business;
• •They will not use the Service to market, advertise, or sell alcoholic beverages to persons under the legal drinking age;
• •They will comply with all advertising and marketing regulations applicable to alcoholic beverages in every jurisdiction where they operate;
• •They will include all required health warnings, disclaimers, and responsible drinking messages in marketing materials;
• •They will comply with state-specific pricing, promotion, and discount regulations;
• •They will maintain records as required by applicable alcohol regulatory authorities;
• •They will promptly notify the Company of any regulatory investigation, enforcement action, or license suspension or revocation.

18.3 Marketing and Advertising Compliance

All marketing and advertising content created through or distributed via the Service must:

• •Comply with FTC advertising standards and TTB regulations (27 CFR Parts 4, 5, 7, and 14);
• •Not target or appeal to individuals under the legal drinking age;
• •Not promote excessive or irresponsible alcohol consumption;
• •Not make false or misleading health claims about alcoholic beverages;
• •Include appropriate health warnings and “Drink Responsibly” messaging where required;
• •Comply with industry self-regulatory codes (DISCUS Code of Responsible Practices, Beer Institute Advertising and Marketing Code, Wine Institute Code of Advertising Standards);
• •Comply with platform-specific advertising policies (e.g., Google Ads, Meta/Facebook, local media requirements).

The Company reserves the right to review, reject, or remove any marketing content that it reasonably believes violates applicable alcohol advertising regulations or these Terms. The Company may suspend or terminate the Service for Business Users who repeatedly violate advertising compliance requirements.

18.4 Trade Spend and Promotional Compliance

Trade Spend Tracking: If the Service includes trade spend or promotional tracking features:

• •Business Users are responsible for ensuring that all trade promotions comply with applicable alcohol trade practice laws;
• •The Company does not verify the legality of specific trade promotions;
• •Business Users must ensure that promotions do not violate tied-house laws or constitute prohibited inducements;
• •All promotional pricing must comply with state minimum markup and below-cost selling laws;
• •Records of trade promotions must be maintained as required by applicable law.

Prohibited Trade Practices: Business Users may not use the Service to facilitate:

• •Exclusive dealing arrangements that violate antitrust or competition law;
• •Commercial bribery or kickback schemes;
• •Below-cost selling in violation of state law;
• •Consignment sales of alcoholic beverages;
• •Any other trade practice prohibited by applicable alcohol regulatory law.

18.5 Franchise Law and Territory Compliance

Franchise State Compliance: In states with alcohol franchise or distribution territory laws:

• •Business Users must ensure their use of the Service does not violate applicable franchise protection laws;
• •The Service must not be used to circumvent territorial distribution agreements;
• •Marketing materials must comply with territorial restrictions where applicable;
• •The Company is not liable for Business Users' violations of franchise or territory laws;
• •Business Users must consult their own legal counsel regarding franchise compliance.

Territory Management: If the Service includes features for managing distribution territories or multi-location operations, Business Users are responsible for configuring these features in compliance with applicable law.

18.6 Direct-to-Consumer Restrictions

DTC Limitations: The Service does not currently facilitate direct-to-consumer alcohol sales. If DTC features are introduced in the future:

• •DTC shipping will only be available in states that permit it;
• •Business Users must hold all required DTC shipping permits and licenses;
• •Age verification at the point of delivery will be mandatory;
• •All applicable state reporting and tax obligations must be fulfilled;
• •Separate DTC Supplemental Terms will apply.

18.7 Regulatory Audit and Cooperation

Business Users agree to:

• •Cooperate with the Company in any regulatory audit or investigation related to the Service;
• •Provide requested compliance documentation within a reasonable timeframe;
• •Promptly report to the Company any regulatory inquiry, investigation, or enforcement action that may affect the Service;
• •Maintain records of all compliance-related activities for at least three (3) years;
• •Designate a compliance officer or point of contact for regulatory matters.

The Company reserves the right to:

• •Conduct periodic compliance reviews of Business Users' use of the Service;
• •Request evidence of licensing and regulatory compliance at any time;
• •Suspend access to the Service pending resolution of compliance concerns;
• •Report suspected regulatory violations to appropriate authorities.