Effective Date: 03/23/2023
PLEASE READ THE TERMS CAREFULLY IN FULL BEFORE ACCESSING THE WEBSITE. BY ACCESSING THE WEBSITE OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE WEBSITE.
The Website is suitable for a general audience but is intended for use only by users who are over the legal drinking age in their country of residence. We do not knowingly solicit personal information from children or send them requests for personal information. If you become aware that a child has provided personal information to DPB, please contact us immediately so we can discontinue any services to such child.
1. General Provisions
1.1 The following definitions apply to these Terms:
(a) “Content” means text, graphics, images, videos, blogs, photographs, software, technology and other materials made available to you through the Website, the Marketplace or otherwise in connection with the Services, and expressly excludes information you provide where you own the intellectual property rights to such information.
(b) “Marketplace” means a space within the Website for users to search diverse-owned, diverse-led and diverse-made qualified brands across all categories of beverage alcohol, submitted by subscribed suppliers.
(c) “Annual Subscription Plan” means a paid plan that a user selects on the Marketplace in order to access different levels of information or services available to such user as set forth in the applicable annual subscription plan benefits description.
(d) “Services” means all paid or unpaid services made available to you through the Website or Marketplace.
2. Accessing the Website
2.1 By accessing the Website, you hereby represent and warrant the following:
(a) You will use the Website only for purposes that are permitted by these Terms and by applicable law in the jurisdiction where you are accessing the Website. You will not use the Website to engage in any unlawful behavior, or to cause damage, harassment, nuisance, annoyance or inconvenience to us or any third-party.
(b) You will not reverse engineer, decompile, disassemble or access the Website in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Website, or (iii) copy any ideas, features, functions, or graphics of the Website.
(c) You will not sell, transfer, assign, license, sublicense, or modify any Content or copy, reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for purposes not permitted by these Terms.
(d) You will not use any robot, spider, scraper, or other automated means to access the Website, or “mirror” the Website, or any Content on any other server.
(e) You will not access or attempt to access any portion of the Website that is password-protected unless you are an authorized user for such Content.
(f) You will not use the Website in a manner that could cause damage or adversely affect our reputation.
(g) You are at or over the legal drinking age in the state or province of your residence.
(h) You have full power and authority to agree to these Terms.
(i) You are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States.
(j) You have not been placed on the U.S. Department of Commerce’s Denied Persons List.
(k) You are not identified as a “Specially Designated National” by the United States government.
(l) You will not access the Website if you have previously been prohibited from doing so or if any laws prohibit you from doing so.
(m) If you create an account on the Website, you will keep secure and confidential your account password or any identification credentials that you use to access the account or to otherwise use the Services. You will immediately notify us if you become aware of or suspect unauthorized access, disclosure, loss, theft or unauthorized use of your account. You may not create an account on behalf of another individual and may not impersonate another person or misrepresent your affiliation with another person or entity in connection with the account creation or your use of the Services. We are not responsible or liable for any liability, damages, loss or expenses arising in any way from the use of your account. If you provide any information that is untrue, inaccurate, not current, or incomplete while creating an account, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account. We may disable any username, password, company and/or brand pages, or other identifier at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
3. Accessing the Marketplace
3.1 We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Marketplace, subject to the following conditions:
(a) You agree that you will not violate any laws in connection with your use of the Services including but not limited to local, state, federal, and international laws that may apply to you. This includes the sale and delivery of items, such as age verification upon delivery, where required by law. You may not sell anything that violates any laws, and you will comply with all sanctions-related regulations applicable to your jurisdiction. You may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against DPB, another DPB user, or a third-party.
(b) You are responsible for paying all (i) fees for the Services and (ii) fees for the Annual Subscription Plan of your choice (collectively, “Fees”). Unless otherwise stated in a separate agreement expressly overriding these Terms, all Fees are non-refundable, denominated in United States dollars, and you will pay all Fees in United States dollars. We reserve the right to increase any Fees.
(c) You agree that there are no refunds or credits for partial months or unused time if you decide to terminate an Annual Subscription Plan prior to the end of the term specified in the applicable Annual Subscription Plan.
(d) You will receive a notice 30 days prior to your Annual Subscription Plan expiring and shall be provided at that time, with your renewal options.
(e) You acknowledge and agree that your access to certain portions of our Marketplace contain confidential information that belongs to DPB, DPB’s users or other third-party. You agree that you will not, during or after the termination of these Terms, permit the duplication, use or disclosure of any such confidential information to any person not authorized to access such confidential information, unless we specifically authorize such duplication, use or disclosure in writing. You shall use reasonable diligence, and in no event less than that degree of care that you use in respect to your own confidential information of like nature, to prevent the unauthorized disclosure or reproduction of the confidential information.
(f) You acknowledge by using the Marketplace that we have not undertaken any background check or qualification for any user, company, brand provided through the Marketplace. In no event will we be responsible for losses or damages you may suffer as a result of your participation in the Marketplace with other users, companies or brands.
4. Usage Data and User Feedback
4.1 You understand that your information may be transferred unencrypted and involve (i) transmissions over various networks and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. You agree that we can take actions related to (i) all data, text, audiovisual information and other information that you provide, transmit, upload or otherwise submit to us (“User Submissions”) and (ii) all data and other information collected, generated, stored or transmitted by you in connection with your use of Services (“Usage Data”) for DPB’s internal use and operation of the Website
4.2 You agree that we may collect and use Usage Data from your use of the Website, such Usage Data can include but is not limited to information you submit through the Website, your navigation and usage, technical information about your device, its operating system and application software, and network provider that is gathered periodically in connection with your use of the Website.
4.3 You agree that we may freely use any suggestions, ideas and other feedback concerning the Website, the Marketplace or the Content that you submit to us (collectively, “User Feedback”). You acknowledge, represent and agree that any User Feedback is provided voluntarily and are not confidential or proprietary, and that neither your User Feedback nor User Submissions establish a relationship between us. You grant us a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of User Feedback and User Submissions, except as otherwise prohibited by applicable laws or these Terms. You waive any right to compensation of any type for your User Feedback. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that use of User Feedback or User Submissions by us does not violate any law. You may not upload to, distribute, or otherwise publish through our Website or Marketplace any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that may constitute or encourage a criminal offense, violate the rights of any party or that may otherwise give rise to liability or violate any law.
5. Payment Processor
5.1 We may allow you to make payments using different payment methods. [Please read carefully our policies with respect to payment methods.] You may pay by credit, debit, or check card (each a “Payment Card”). When you provide us with your Payment Card information, we will obtain a pre-approval from the Payment Card company for the amount of the transaction, which may result in a corresponding block on your available credit while the pre-approval remains in place. We may bill or process a transaction on your Payment Card immediately after the transaction is approved.
5.2 We use a third-party payment processor (the “Payment Processor”) for any payment made in connection with the Services, in which case your use of the Services will also be subject to the terms, conditions, and policies of the Payment Processor. Payments processed via the Payment Processor are not accessible or controlled by us. Your access to the Services may be suspended or you may incur additional charges from the Payment Processor if your billing contact information is incorrect or not updated in our records or if you fail to follow the terms, conditions and policies of the Payment Processor. We are not responsible for any damages arising out of (i) any account suspensions resulting from your incorrect billing contact information, (ii) any errors or omissions by the Payment Processor or by your credit card issuer, or (iii) any suspension of your use of the service provided by the Payment Processor for any other reason.
6. Intellectual Property and Confidential Information
We, or if applicable our affiliates, shall continue to own and retain all right, title and interest, including all related patents, copyrights, trademarks, trade dress, and other intellectual property rights, in all Content. Except as expressly provided in these Terms, no license to use, copy, distribute, republish, transmit or otherwise exploit any Content is given to you and all such intellectual property rights in and to the Content are expressly reserved to us or one of our affiliates, as applicable. Nothing in these Terms shall be construed as granting, by implication, waiver, estoppel, or otherwise, any license or right to use any Content or any of our intellectual property rights (including any trademarks, tradenames or service-marks) without our prior written permission. The name, the logo and the product names associated with DPB are our trademarks, and no right or license is granted to you to use them.
7. Reliance on Information Posted
The information in our Content is made available solely for general information purposes, and does not constitute any type of advice, whether financial, legal, investment, accounting, tax or otherwise. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor, or by anyone who may be informed of any of the Content. Although we have no duty to you to update the Content, the Content may be updated frequently, including based on interaction with other users, but the Content is not necessarily complete or up-to-date.
8. Links to and from Third Party Webapps
8.1 Our Services may contain links to third-party applications, websites, or other content that are not owned or controlled by us. We have no control over, and disclaim any responsibility for the contents of such linked third-party applications, websites, or other content, and accept no responsibility for them or for any loss or damage that may arise, for you or for any third-party, from your use of such third-party applications, websites, or other content. We further disclaim any responsibility for any form of transmission received from any linked third-party applications, websites, content or advertising. We provide these links to you as a convenience and inclusion of any link herein shall in no way be construed as an endorsement by us. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party. If you decide to access third-party applications, websites, or other content through our Website, you do so at your sole risk.
8.2 If you would like to link to our Website, you may only do so subject to the following conditions:
(a) you do not in any way imply that we are endorsing any services or products without our prior written permission;
(b) you do not misrepresent your relationship with us or present any false information about us;
(c) you do not link from a website or webapp that is not owned by you; and
(d) your website or webapp does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law of the United States.
8.3 If you choose to link our Website, you shall fully indemnify us for any loss or damage suffered as a result of your actions.
8.4 We reserve the right, at any time, for any reason, to deny permission to anyone to link a website or webapp from or to our Website.
9. Communication and Modification to these Terms
9.1 You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communication”). You further consent and agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act while using our Website, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third-party verification will not affect the enforceability of your signature or any resulting contract between you and us.
9.2 We reserve the right to modify these Terms or any other policies relating to the Services at any time, without prior notice to you. Such modifications will be effective immediately upon notice to you, which notice may be given by any means, including, but not limited to, posting of an updated version of the Terms on the Website and electronic mail. Your access and continued use of the Website constitutes your agreement to accept the Terms as modified. The “Effective Date” legend at the top of the Terms indicates the date on which these Terms were last updated.
10. Warranties and Disclaimers and Limitation of Liability
10.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR WEBSITE, ITS CONTENT, THE SERVICES, AND ANY PRODUCTS OR SERVICES OBTAINED THROUGH OUR WEBSITE ARE AT YOUR OWN RISK. OUR WEBSITE, ITS CONTENT, THE SERVICES AND ANY PRODUCTS OR SERVICES OBTAINED THROUGH OUR WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF SECURITY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF OUR WEBSITE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, OUR WEBSITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN RAMP WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
10.2 IN NO EVENT WILL DPB AND DPB’S RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS AND DIRECTORS (TOGETHER WITH DPB, “DPB PARTIES”) BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR IMPAIRED USE OF, OUR WEBSITE, ANY WEBSITE LINKED TO IT, ANY CONTENT ON OUR WEBSITE OR SUCH OTHER WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITE OR SUCH OTHER WEBSITE, INCLUDING FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, UNDER ANY LEGAL THEORY FOR ANY CLAIMS INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR DPB PARTIES, FOR ANY EVENT, ACT OR OMISSION WILL NOT EXCEED THE LESSER OF THE AGGREGATE AMOUNTS ACTUALLY PAID OR PAYABLE BY USER DURING THE [THREE-MONTH PERIOD] IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR $100.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD DPB PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS OR DEMANDS, LIABILITIES AND SETTLEMENTS INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, MADE BY ANY PERSON ARISING OUT OF (I) YOUR VIOLATION OF THESE TERMS, STATE OR FEDERAL LAWS OR REGULATIONS, OR ANY OTHER PERSON’S RIGHTS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF ANY COPYRIGHT OR VIOLATION OF ANY PROPRIETARY OR PRIVACY RIGHT, (II) YOUR USE OR INABILITY TO USE THE WEBSITE, (III) ANY ERRORS, INACCURACIES OR DELAYS IN THE CONTENT, MATERIALS, OR INFORMATION PROVIDED TO YOU VIA THE WEBSITE, OR (IV) CLAIMS RELATED TO UNAUTHORIZED DISCLOSURE OF YOUR OR A THIRD-PARTY’S DATA THAT ARISES FROM YOUR USE OF THE WEBSITE.
These Terms will become effective on the date you accept them by clicking “Accept,” “I agree,” or a similar button on the Website or through other acceptable means. These Terms will be applicable to you for the duration that you access or use the Website. We may, at our sole discretion, at any time without prior notice to you: (i) change, restrict access to, suspend, or discontinue the Website, any portion of the Website; (ii) add, remove or modify any Services or functionality that is available through the Website; or (iii) terminate your access to all or a portion of the Website.
13. Digital Millennium Copyright Act
13.1 We respect your and any third-party’s intellectual property and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any “Notification of Claimed Infringement” which may be given under that Act is email@example.com.
13.2 If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
14. Jurisdictional Issues and Applicable Law
14.1 Unless otherwise specified, the materials in or accessible through the Website is directed at residents of the United States, its territories, possessions, and protectorates. The Website is controlled and operated by us from our offices in the United States. We make no representations that the Services, Content, materials in or accessible through the Website is appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Access to the Website and/or the Content may not be legal in certain countries outside the United States. If you access the Website from outside the United States, you do so at your own risk and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable.
14.2 Our Website is subject to the United States export control laws and regulations and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import of any data on our Website, as may be required. You may not use or export the information or materials in violation of United States export laws and regulations. The information provided in or accessible through the Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration or other requirement within such jurisdiction or country.
15. Governing Law; Mandatory Arbitration.
15.1 Any disputes arising in connection with these Terms shall be governed by and construed and enforced solely and exclusively in accordance with the laws of the State of New York, without regard to its conflicts of law principles.
15.2 You agree to provide a written notice of any disputes to the other party at its notice address (or an address provided in writing to the other party) and try to resolve any such disputes in good faith thereafter. If the dispute is not resolved, within 30 days of a party providing notice to the other party, both parties agree that the dispute will be resolved through individual, non-representative, binding arbitration held in English, instead of a proceeding in courts of general jurisdiction. Any such disputes will be decided by a single arbitrator and will be administered by American Arbitration Association (“AAA”). The AAA’s Arbitration Rules will apply as modified by these Terms. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held in New York, New York. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court with appropriate jurisdiction. Each party will be responsible for its respective costs, including costs related to its respective attorneys, experts, and witnesses.
15.3 YOU EXPRESSLY WAIVE YOUR RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION.
16.1 Assignment. Your obligations and rights under these Terms may not be assigned, in whole or in part, without our prior written consent. These Terms will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.
16.2 Severability. These Terms, other terms or legal notices published by us on the Website, and any other applicable agreements, shall constitute the entire agreement between us concerning use of the Website and our Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY OR ON BEHALF OF YOU ARISING OUT OF OR RELATED TO THE WEBSITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
16.3 Survivability. The rights, obligations, and commitments in these Terms that, by their nature, would logically continue beyond the termination of your use of or access to the Website or the Services survive termination of these Terms.
16.4 Interpretation. The following rules of interpretation apply to these Terms and are by this reference incorporated: (a) the word “or” is not exclusive and the words “including” or “include” are not limiting; (b) headings are only for reference and are not to be considered in interpreting these Terms; and (c) a reference to a law includes any amendment or modification to such law and any rules or regulations promulgated thereunder or any law enacted in substitution or replacement therefor.
16.5 Relationship. We provide the Website to you as an independent contractor and service provider. These Terms or the provision of the Website, including our Services, does not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.
16.6 No Third-Party Beneficiaries. Except as expressly stated, no provisions of these Terms create any third-party beneficiary.
16.7 Entire Agreement. These Terms contains the entire agreement of the parties regarding the subject matter described herein, and all other promises, representations, understandings, arrangements and prior agreements related thereto are merged herein and superseded hereby.
16.9 Notice. You may provide notice to us by emailing us at firstname.lastname@example.org. Any notice sent by you via email is deemed to be delivered upon your receipt of an electronic read receipt or delivery receipt or upon confirmation of receipt from us.