Proof by Southern Glazer's

SG PROOF TERMS OF USE

SG PROOF® is only available to users who are at least 21 years of age.

Acceptance of the Terms of Use

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF SG PROOF®, YOUR PURCHASE OF PRODUCTS AND SERVICES, AND YOUR RELATIONSHIP WITH SOUTHERN GLAZER’S WINE AND SPIRITS, LLC AND ITS APPLICABLE AFFILIATES (COLLECTIVELY “SGWS”, “us”, and “we”). BY ACCESSING, REGISTERING FOR OR USING SG PROOF, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE AGREEMENTS AND POLICIES INCORPORATED BY REFERENCE HEREIN, INCLUDING WITHOUT LIMITATION OUR Terms of Sale, Privacy Policy and Copyright Policy) (COLLECTIVELY, THE “Agreement”).

The Agreement contains important conditions, limitations, exclusions and waivers, including MANDATORY ARBITRATION and WAIVER OF ANY RIGHT TO JURY TRIALS OR CLASS ACTIONS.

As used in this Agreement, “you”, “your”, and “customer” means the Person (defined herein) and “Affiliates” (defined herein) of such Person wishing to access, use or purchase Products (defined herein) and Services (defined herein) through sgproof.com and any platform, portal, web service, application, interface, or other tools provided by or for SGWS (collectively, the “Site”) and through telephone, through SGWS sales or any other manner or method (collectively, the “Other Methods”). The Products, Services, Site, and Other Methods shall collectively be referred to herein as “SG Proof”. Capitalized terms have the meanings given to them in this Agreement. If there is a conflict among terms in the Terms of Use and the Terms of Sale, then the Terms of Sale will prevail over any applicable terms in this Agreement.

Changes to the Agreement

We may revise and update the Agreement, including by introducing entirely new terms on subjects not previously addressed, at any time in our sole discretion. Subject to applicable state alcohol beverage laws, all changes are effective immediately when we post them and apply to all access to and use of SG Proof, your purchases and your relationship with us thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on SG Proof. If you do not agree to any posted changes, your sole and exclusive remedy is to immediately cease all use of SG Proof.

Your continued use of SG Proof following the posting of our revised Agreement means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Application Requirements

You must apply for access to SG Proof and meet all the requirements in this Section 3 to become an SG Proof “Authorized User”. You represent and warrant that you meet all of the following criteria for access to SG Proof: (1) You are at least 21 years old; (2) Prior to creating an account and placing an order for alcohol beverages on SG Proof, you must provide SGWS with a copy of your current, valid state alcohol beverage license, appoint an authorized representative(s) to use the account, and otherwise properly register your company with us; and (3) Accept the Terms of Use, Terms of Sale, and Privacy Policy for SG Proof.

As part of the onboarding process, you may be required to provide bank account, financial, credit or other information. You acknowledge that any such information may be used by SGWS and may be shared with and used by regulatory agencies and third-party payment providers. You agree to the relevant terms and policies of any third-party payment providers.

You further represent and warrant that you have the requisite right, power, and authority to enter into this Agreement on behalf of the legal entity you register with SG Proof and you hereby bind such entity, and any of such entity’s Authorized Users, to the representations, warranties, and other terms hereof. You represent and warrant that you will update all of the information you provide to us in connection with SG Proof as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) from time to time.

Accessing SG Proof and Account Security

We reserve the right to withdraw or amend SG Proof, and any Services or Products we provide on or through SG Proof, in our sole discretion without notice. We will not be liable if for any reason all or any part of SG Proof is unavailable at any time or for any period. From time to time, we may restrict access to some parts of SG Proof, or the entire SG Proof, to users and customers, including Authorized Users.

You are responsible for:

Making all arrangements necessary for you to have access to SG Proof.
Ensuring that all Persons who access SG Proof through your account are aware of and comply with the Agreement.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the Agreement.

The Customer Business Administrator (the “CBA”) Role and Responsibilities

A CBA must meet all the qualifications of an Authorized User. The CBA has the highest level of administrative authority on SG Proof and is designated at the time your account is created. The CBA is responsible for accurately:

Adding and removing users with access to the account;
Assigning permissions for the level of user access (e.g., determining who has buying authority and who does not); and
Editing user information including name and phone number.

If you have been identified as a CBA by your organization, you agree to adhere to and hereby represent and warrant the following additional requirements:

Maintaining accurate Authorized User access information including, but not limited to, immediately deleting access for terminated employees and adding access for additional users;
Understanding the varying levels of authority on SG Proof (Customer Business Administrator, Buyer Manager, Buyer, Accounting, Read-only) and assigning appropriate levels of permissions to users;
Maintaining accurate account information including names, phone numbers and email addresses for all Authorized Users; and
Reviewing the roles and responsibilities of a CBA with individuals before you add them as an additional CBA.

You further agree, represent, and warrant that you will designate “Authorized Representatives” who are at least 21 years of age and permitted by Law to conduct all the following activities on the customer’s behalf:

Purchase of Products and Services through our Site and Other Methods;
Receive delivery of Products at customer’s licensed location; and
Pick up Products from a distribution warehouse (as permitted by Law).

You agree that SGWS may treat all activities and instructions by CBAs, Authorized Users and Authorized Representatives as expressly authorized by you, unless and until you change the designation. You further agree, represent, and warrant that you are responsible for the activities and instructions of CBAs, Authorized Users, and Authorized Representatives, and SGWS shall have no responsibility or liability to customers for such activities, including without limitation customer’s failure to update or remove CBAs, Authorized Users or Authorized Representatives.

Ownership and Limited License

SG Proof. SGWS retains all right, title and interest (including all Intellectual Property Rights) in and to (i) SG Proof, (ii) Confidential Information (as defined herein), and (iii) SGWS Materials. Except for the limited rights made available to you in this Agreement, SGWS retains all rights in the foregoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of their Intellectual Property Rights under or in connection with this Agreement. You may only use SG Proof and SGWS Materials for the sole purpose of purchasing Products and using SGWS Services for your own state licensed organization in accordance with this Agreement and the Law. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance thereof, is strictly prohibited. Any use of SG Proof not expressly permitted by the Agreement is a breach and may violate Intellectual Property Rights and other laws.

Transaction Information. SGWS owns (and you hereby assign to SGWS) all pricing, sales, and all other information relating to your purchase of Products and use of SG Proof, including without limitation, any ratings and reviews (the “Transaction Information”). You agree not to disclose or convey any Transaction Information to any third party. You may only use Transaction Information to further a transaction hereunder and in accordance with the terms of the Agreement and applicable Law. You will not (i) disclose or convey any Transaction Information to any third party (except as necessary for you to perform your obligations under the Agreement); or (ii) use any Transaction Information for any marketing or promotional purposes.

Your Feedback and Ideas. For any feedback or ideas that you share with SGWS, you grant to SGWS a royalty-free, perpetual, irrevocable, worldwide, nonexclusive license to use, reproduce, modify, publish, edit, translate, distribute, create derivative works from, perform, display and otherwise exploit your feedback and ideas for any purpose, in any media or medium, and in any form, now known or hereafter developed. SGWS shall have no obligation to hold such feedback and ideas in confidence, to use or respond, to provide attribution or to make payment to you.

No Publicity. You will not publicly use the name, logo, trademarks, or trade names of SGWS, directly or indirectly, or publicly refer to SGWS, without the prior written consent of SGWS.

Prohibited Uses

You may use SG Proof only for lawful purposes and in accordance with the Agreement. You agree not to:

engage in systematic retrieval of data from SG Proof to create or compile directly or indirectly, in whole or in part, a collection, compilation, database, or directory;
engage in the practices of screen scraping, database scraping, or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from SG Proof, in any manner or in any quantities;
use any robot, spider, or other automatic device, process, or means to access SG Proof for any purpose, including monitoring, scraping or copying any of the material on SG Proof;
frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of SGWS without prior express written consent;
use any meta tags or any other hidden text utilizing SGWS’s name or trademarks without our express written consent;
use any device, software, routine or practice to bypass any code which may be included to prevent you from breaching the obligations in this Prohibited Uses section or to interfere or attempt to interfere with the proper working of SG Proof;
take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure;
in any way violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries or any laws regarding the sale or distribution of alcohol beverages);
engage in exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise or for the purpose of selling or promoting the sale of alcohol beverages to persons under the age of 21 years;
use SG Proof or SGWS Materials in fraudulent or abusive ways, such as phishing, creating fake accounts or content, or impersonating SGWS, a SGWS employee, another user, or any other Person (including, without limitation, by using email addresses or screen names);
send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in the Agreement;
transmit or procure the sending of any advertising or promotional material without our prior written consent, including any junk mail, chain letter, spam, or any other similar solicitation;
engage in any conduct that restricts or inhibits anyone’s use or enjoyment of SG Proof, or may harm SGWS or users of SG Proof or expose them to liability;
engage in any conduct to circumvent SGWS pricing, payment, promotion or discount terms, including without limitation (i) ordering sufficient product for a volume discount but then return a portion of the product and attempt to retain the discount or (ii) place orders for a combination of in stock items and out of stock items that will not fulfill in an effort to gain volume discount pricing on an insufficient number of purchased items;
use any device, software, or routine, including without limitation SG Proof, in any manner that could disable, overburden, damage, interfere, or impair SG Proof or any other party’s use of SG Proof;
introduce any viruses, Trojan horses, worms, logic bombs, malware, or other material that is malicious or technologically harmful;
hack, gain unauthorized access to, interfere with, damage, or disrupt any parts of SG Proof, the servers on which SG Proof is stored or hosted, or any server, computer, or database connected to SG Proof;
attack SG Proof via a denial-of-service attack or a distributed denial-of-service attack;
reverse engineer, disassemble, or decompile SG Proof or any SGWS prototypes or software, or any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder; and/or
use SG Proof or SGWS Materials for machine learning models or AI related technology, or to create, train, or improve an AI technology or service.

Your Content and License

SG Proof may contain or link to message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, social platforms and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “Your Content”). All Your Content must comply with the Content Standards herein.

Any of Your Content posted or shared will be considered non-confidential and non-proprietary. By posting or sharing Your Content, you grant us, our Affiliates and our service providers, and each of their and our respective licensees, successors, and assigns, a royalty-free, perpetual, irrevocable, worldwide, nonexclusive license to use, reproduce, modify, publish, edit, translate, distribute, create derivative works from, perform, display and otherwise exploit Your Content for any purpose, in any media or medium, and in any form, now known or hereafter developed.

You represent and warrant that you own or control all rights, title and interest in and to Your Content and have the right to grant the above license. You understand and agree that you are responsible for Your Content and have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. You agree that we are not responsible or liable to any third party for Your Content or the content of any other users on SG Proof.

Monitoring and Enforcement

We have the right to, in our sole and absolute discretion, do any of the following:

Remove or take any action with respect Your Content for any or no reason;
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy;
Take appropriate legal action, including without limitation, referral to law enforcement for any illegal, fraudulent or unauthorized use of SG Proof; and
Terminate or suspend your access to all or part of SG Proof for any or no reason, including without limitation, any violation of the Agreement.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through SG Proof.

YOU WAIVE AND HOLD HARMLESS SGWS AND ITS LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot and do not undertake to review all material before it is posted on SG Proof or linked sites and cannot ensure prompt removal of objectionable material after it has been posted or shared. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

Your Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations and these Content Standards. Without limiting the foregoing, Your Content must not:

Promote or contain material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, indecent, inflammatory, libelous, sexually explicit, violent, invasive of another’s privacy, hateful, discriminatory based on race / sex / religion / nationality / disability / age / sexual orientation, directed toward children under 13 years of age pursuant to the Children’s Online Privacy Protection Act (see also FTC’s Children’s Privacy Site at http://business.ftc.gov/privacy-and-security/childrensprivacy), or is otherwise objectionable;
Promote or contain material that improperly targets minors or any Persons under the legal drinking age in the applicable jurisdiction;
Infringe or violate any Intellectual Property Rights (including the rights of publicity and privacy) or other legal rights of any other Person;
Promote or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with the Agreement;
Be misleading, false or likely to deceive any Person;
Promote any illegal activity, or advocate, promote, or assist any unlawful act;
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
Impersonate any person, or misrepresent your identity or affiliation with any Person;
Involve commercial activities or sales, such as contests, sweepstakes, gaming, other sales promotions, bartering, or advertising;
Give the impression that they emanate from or are endorsed by or affiliated with us or any other Person, if this is not the case; and/or
Generates invalid or fraudulent impressions, clicks, or other conversions.

Copyright Infringement

If you believe that any material violates your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement.

Links from SG Proof

If SG Proof contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to SG Proof, you do so entirely at your own risk and subject to the terms and conditions of use for such third parties.

Termination; Survival

The Agreement shall be effective immediately upon your access to SG Proof or your purchase of Products and Services, whichever occurs first, and shall continue in full force indefinitely until terminated. SGWS may change, suspend or terminate your use of SG Proof with or without cause or notice in its sole discretion, including, without limitation, if SGWS believes that you have violated or acted inconsistently with the Agreement. All provisions of this Agreement which by their nature are meant to extend beyond the expiration or termination of this Agreement, including without limitation, all your representations and warranties and Sections 14 to 37 below. Additionally, the termination or expiration of this Agreement will not prejudice any claim of SGWS or relieve you of any of your obligations (including payment) due at or before the time of such termination or expiration. We may, but have no obligation to, store or keep your Content or account information. SGWS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY(S) FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY, ARISES FROM OR IS IN CONNECTION WITH ANY TERMINATION.

Disclaimer; Reliance on Information Posted

The SGWS Materials made available on or through SG Proof are solely for general information purposes. SGWS makes no warranties or representations as to the completeness, accuracy, reliability, validity, or timeliness of any SGWS Materials, including Product Information (including any features, specifications, and prices). Such Product Information and the availability of any Product are subject to change at any time without notice. The actual colors of Products you see will depend on your screen/device, and certain descriptions, such weights and measures, are approximate and for convenience only.

We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from use occurrences subject to applicable state alcohol beverage laws. 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 SGWS Materials by you or any other visitor to SG Proof, or by anyone who may be informed of any of its Contents.

SG Proof includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by SGWS, are solely the opinions and the responsibility of the Person providing those materials. These materials do not necessarily reflect the opinion of SGWS. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Confidentiality

Confidential Information Defined. With respect to this Agreement, “Confidential Information” means any confidential, proprietary information, in any form or any medium, that is provided by or on behalf of SGWS to you, including any information provided under this Agreement or made available in SG Proof, any information which SGWS designates as confidential, and/or any information that is communicated to you by or on behalf of SGWS regarding pricing, Products and Services under this Agreement. For clarity, any information made available after you enter your login credentials is Confidential Information.

Confidentiality Obligations. You shall treat as confidential SGWS’s Confidential Information and shall protect it from unauthorized access, use, or disclosure. You shall not use SGWS’s Confidential Information for any purpose other than in furtherance of authorized purposes under this Agreement. You shall restrict disclosure of, and access to, SGWS’s Confidential Information solely to your personnel, agents or contractors who need to know such Confidential Information solely in furtherance of the authorized purpose under this Agreement to purchase Products and Services for you, and only after you advise such personnel, agents or contractors as to, and they have acknowledged and agreed to comply with, the restrictions as to such Confidential Information under this Agreement. For clarity, all your personnel, agents or contractors are expressly bound by the obligations and restrictions of the Agreement. Without limiting any other remedies available at law or equity, SGWS shall be entitled to seek injunctive relief to enjoin any threatened or continuing disclosure or unauthorized use of its Confidential Information in violation of this Agreement. Upon SGWS’s written request or upon the termination or expiration or this Agreement, you shall return all Confidential Information of SGWS in your possession or control.

Survival of Confidentiality Obligations. The confidentiality obligations hereunder are continuing in nature. You agree that you shall keep any Confidential Information and trade secrets of SGWS confidential as long as such information is deemed confidential or a trade secret by SGWS.

Other Confidentiality Obligations. You may have entered into a separate confidentiality agreement with SGWS. The parties acknowledge and agree that the confidentiality obligations herein shall not modify any separate confidentiality agreement entered into by you and SGWS. This Agreement does not limit your obligations under any separate agreement with SGWS.

Disclaimer of Warranties; Release of Claims

We do not manufacture or control any of the Products offered on or through SG Proof. The availability of Products on or through SG Proof does not indicate an affiliation with or endorsement of any Product, Service or manufacturer. Accordingly, we do not provide any warranties with respect to the Products or Services offered on or through SG Proof. However, the Products offered on our or through SG Proof may be covered by warranties from the manufacturer, please check with the manufacturer directly for specific information. Furthermore, you agree that any tampering with packaging or Products may invalidate the manufacturer warranty, if any.

YOU AGREE AND AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

You understand that we cannot and do not guarantee or warrant that data available for downloading from the internet or SG Proof will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our SG Proof for any reconstruction of any lost data.

SG PROOF, SGWS MATERIALS, PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY USE OF SG PROOF, SGWS MATERIALS, PRODUCTS AND SERVICES ARE AT YOUR OWN RISK. SGWS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (II) THAT SG PROOF, SGWS MATERIALS, PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (III) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SGWS DISCLAIMS ANY AND ALL SUCH WARRANTIES. SGWS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SG PROOF WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, NOR WILL SGWS BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

IF A DISPUTE ARISES BETWEEN ONE OR MORE USERS, EACH USER RELEASES SGWS FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER MATERIAL DUE TO YOUR USE OF SG PROOF OR ANY SERVICES OR PRODUCTS OR TO YOUR DOWNLOADING OR USE OF ANY SGWS MATERIALS, OR ON ANY LINKED WEBSITES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT SHALL SGWS, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, TREBLE, STATUTORY OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH, ANY BREACH OF THE AGREEMENT, YOUR ACCESS OR USE OR INABILITY TO USE SG PROOF, YOUR PURCHASES OR INABILITY TO MAKE OR RECEIVE PURCHASES, YOUR CONTENT, OUR SERVICES OR THE PRODUCTS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

IN NO EVENT SHALL SGWS’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY, FOR ANY REASON, AND THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM WHATSOEVER, SHALL BE THE GREATER OF EITHER THE AMOUNTS ACTUALLY PAID TO SGWS WITHIN THE LAST SIXTY DAYS OR $100.00 USD. IN THE EVENT SUCH AMOUNT IS DEEMED UNENFORCEABLE FOR ANY REASON, THEN THE AMOUNT SHALL BE REFORMED TO THE LOWEST ENFORCEABLE AMOUNT.

THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL ONLY APPLY TO THE EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend (at our option), indemnify, and hold harmless SGWS, its affiliates, licensors, and service providers, and its and their respective officers, directors, shareholders, employees, contractors, agents, licensors, suppliers, representatives, successors, and assigns from and against any claims, actions, allegations, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation, inquiries, audits, investigations, liabilities, damages, judgments, awards, deficiencies, losses, costs, expenses of any kind, interest, penalties, fines, or fees (including without limitation reasonable attorneys’ fees, the cost of enforcing any right under this indemnification clause) (the “Claims”) arising out of, or relating to, or in connection with any actual or alleged (i) violation of the Agreement, breach of your representations and warranties, or your access or use of SG Proof, including, but not limited to, Your Content, (ii) any use of SGWS Materials, Services, and Products other than as expressly authorized in these Terms of Use, (iii) violation, misappropriation or infringement of any Intellectual Property Rights or other legal rights by you; (iv) death of or injury to any Person, damage to any property; (v) any other damage or loss, by whomsoever, suffered, resulting or alleged to result in whole or in part from your use of SG Proof, the Products, or Your Content; (vi) your use of any Content from SG Proof; and (vii) your acts or omissions arising out of or relating to your use of SG Proof.

Indemnification Procedure. Upon receipt of notice from SGWS of a Claim, you shall immediately take control of the defense and investigation of such Claim and shall employ counsel to handle and defend the same, at your sole cost and expense. You shall not settle any Claim in a manner that adversely affects the rights of SGWS without our prior written consent, which may be withheld in our sole and absolute discretion. SGWS’s failure to perform any obligations under this subsection shall not relieve you of your obligations under this section. SGWS may participate in and observe the proceedings at its own cost and expense.

Export Control

You represent and warrant that you are buying Products from SGWS for sale at your premises pursuant to applicable alcohol beverage law, and that you will not transfer the products to a retail account in another state or country. You further represent and warrant that you will not use SG Proof to directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any Products or commodities, software or technology to any country, state or Person to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

Geographic Restrictions

The owner of SG Proof is based in the state of Florida in the United States. We provide SG Proof for use only by persons located in the United States. We make no claims that SG Proof, any of its Content or SGWS Materials is accessible or appropriate outside of the United States. Access to SG Proof may not be legal by certain Persons or in certain countries. If you access SG Proof from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Governing Law and Venue

The parties agree that all Claims shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Florida, unless otherwise void under applicable law.

For any and all matters not subject to mandatory, binding arbitration as set forth below, all Claims arising out of, relating to or in connection with this Agreement or SG Proof, will be litigated exclusively in the federal or state courts of City of Miami and County of Miami-Dade. The Agreement is fully performable in Miami. The parties consent to personal jurisdiction in County of Miami-Dade and hereby waive any challenge to venue and personal jurisdiction they may have to a lawsuit filed in a state or federal court. Notwithstanding the foregoing, we may institute proceedings for equitable relief in any court of competent jurisdiction.

Mandatory Arbitration

Agreement to Binding Arbitration. You (on behalf of yourself and any of your employees or contractors) agree that you are required to resolve any claim that you have against SGWS on an individual basis in binding arbitration as set forth herein, and not as a class, collective, consolidated, coordinated, mass, or representative action (including without limitation any representative claim under the California Private Attorney General Act “PAGA” alleging violations suffered by individuals other than the claimant in such arbitration). You agree this precludes you from bringing, participating in, or recovering relief in any current or future class, collective, consolidated, mass, or representative action, with the sole exception of Section 22(d) regarding settlement of claims.

Dispute Rules. You and SGWS agree that any dispute, controversy, or Claim (i) arising out of, relating to, or in connection with this Agreement or SG Proof, or (ii) between you and SGWS (or between any party to this Agreement and an affiliate, employee, agent, independent contractor, representative, successor, or assign of the other party) shall be submitted to and resolved by confidential and binding arbitration in accordance with this arbitration agreement. The parties agree that this Agreement involves interstate commerce and that the Federal Arbitration Act (“FAA”) governs for all purposes, including without limitation the interpretation, implementation, enforcement, and administration of this Agreement. The arbitration shall be held in Miami, Florida. The arbitration will be conducted according to the Commercial Arbitration Rules of the American Arbitration Association then in effect, subject to the provisions of this Agreement. The American Arbitration Association (“AAA”) will administer the arbitration. The FAA and the AAA’s rules shall preempt state laws to the fullest extent permitted by law. The parties expressly agree that any such arbitration and the contents of the same, including, but not limited to, any motion, pleading, discovery, and testimony, is to be held strictly confidential and the arbitrator(s) shall issue an order to such effect. The arbitrator(s) may enter a default decision against any party who fails to participate in the arbitration proceedings. Any award of the arbitrator(s) will be final and binding on each of the parties. A judgment may be entered on the arbitrator(s)’ final award in any court of competent jurisdiction; provided, that, any such award shall be kept confidential and filed under seal with the appropriate court. The prevailing party, as determined by the arbitrator(s), will be awarded its attorney’s fees and all expenses of arbitration, including fees paid to experts and arbitrator(s). Any party may submit an offer of judgment to the other party prior to an arbitration hearing, and (i) if accepted, the judgment shall be entered by the arbitrator, and (ii) if not accepted before the arbitration hearing or within thirty (30) days of the offer, whichever is earlier, then (x) such rejected offer may not used as evidence in the arbitration and (y) if the rejecting party does not obtain a more favorable judgment than the one offered, then the rejecting party shall not be entitled to recover post-offer of judgment costs and shall pay the offering party’s costs incurred after the time of the offer. Notwithstanding the foregoing, an action by a party to obtain emergency temporary injunctive or equitable relief relating to the unauthorized disclosure of Confidential Information under this Agreement will be permitted and will not constitute a waiver of its right to arbitrate.

Process. The parties agree that, before demanding arbitration, the parties will (i) meet and confer via telephone, video, or in-person conference in a good-faith effort to resolve any dispute, controversy, or Claim covered by this arbitration agreement, (ii) that multiple individuals initiating claims cannot participate in the same conference, and (iii) you agree that while your counsel may participate in the conference, you shall fully and personally participate in the conference. Formal written notice shall be provided pursuant to Section 36. Once notice is provided, the parties agree to hold the required conference within thirty (30) days, unless otherwise agreed upon by the parties. The notice and conference are a condition precedent to bringing any arbitration, and the arbitrator(s) shall dismiss any arbitration demand that is filed prior to compliance with this process. In addition to any AAA requirements to initiate a demand of arbitration, the claimant must personally sign the arbitration demand.

Class Action Waiver. NEITHER YOU NOR SGWS WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST SGWS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, OR REPRESENTATIVE ACTION (COLLECTIVELY A “CLASS ACTION WAIVER”). THIS INCLUDES WITHOUT LIMITATION YOUR AGREEMENT TO EXPRESSLY WAIVE ANY RIGHT TO SERVE OR PARTICIPATE AS A CLASS REPRESENTATIVE, PAGA REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.  You agree to an arbitration on an individual basis. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a class, collective, consolidated, coordinated, mass, or representative proceeding. The arbitral tribunal has no power to consider the enforceability of this class action waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. The arbitrator(s) will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including unconscionability, formation, recovacability or any other challenge that the arbitration provisions or the Agreement is void, voidable, or otherwise invalid. Notwithstanding the above or any portion of this arbitration agreement, this class action waiver does not prevent the parties from participating in a class wide, collective, and/or representative settlement of claims.

Severability; Survival; Stay of Claims. If any portion of this arbitration agreement is found unenforceable or unlawful for any reason, then the unenforceable or unlawful portion will be severed and the remaining arbitration terms shall be binding and enforceable, including the ability to compel arbitration on an individual basis. To the extent that there are any claims to be litigated in a civil court of competent jurisdiction because any portion of the class action waiver is unenforceable or unlawful with respect to such claims, the parties agree that litigation of those claims shall be stayed pending the outcome of any claims in arbitration (this includes without limitation that any representative claim pursuant to PAGA shall be stayed pending the outcome of the individual arbitration claims).

CALIFORNIA RETAILERS: This Mandatory Arbitration section, including the class action waiver, applies to all claims that you or SGWS may assert in the future, including claims about past transactions or future transactions, except it does not apply to the claims currently pending in the case of Roma Mikha, Inc. et al. v. Southern Glazer’s Wine and Spirits, LLC, Civil Action No. 8:22-cv-01187-FWS-ADS in the United States District Court for the Central District of California, for which prior agreements will govern.

Waiver of Trial by Jury

YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION OR CLAIM THAT MAY ARISE UNDER, RELATE TO OR IN CONNECTION WITH THIS AGREEMENT OR SG PROOF IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY. YOU CERTIFY AND ACKNOWLEDGE THAT YOU UNDERSTAND AND HAVE CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, AND YOU MAKE SUCH WAIVERS VOLUNTARILY.

Claim Limitation Period

EXCEPT FOR PAYMENT OF MONIES DUE TO SGWS, ANY CAUSE OF ACTION OR CLAIM THAT MAY ARISE UNDER, RELATE TO OR IN CONNECTION WITH THIS AGREEMENT OR SG PROOF MUST BE COMMENCED WITHIN THIRTEEN (13) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS OTHERWISE VOID BY APPLICABLE LAW.

Force Majeure

SGWS shall not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of the Agreement, when and to the extent such failure or delay is caused by or results from acts beyond SGWS’s reasonable control, including, without limitation: acts of God; flood, fire or explosion; war, invasion, riot or other civil unrest; actions, embargoes or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labor stoppages or slowdowns or other industrial disturbances; compliance with any Law, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, tariff, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; shortage or failure of adequate power or telecommunications or transportation facilities; or any other event which is beyond the reasonable control of SGWS.

Entire Agreement

The Agreement (the Terms of Use, Privacy Policy, Terms of Sale, and Copyright Policy), and any documents linked or referenced herein (such as SGWS invoices), which are incorporated by reference, constitute the sole and entire agreement between you and Southern Glazer’s Wine and Spirits, LLC regarding SG Proof (the Products, Services, Site and Other Methods) and all sales and purchases of any kind, nature or through any channel, means or medium and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. For clarity, the Agreement shall override any terms, conditions, purchase orders, or other agreements of customer or any third-party service provider or agent acting for or on behalf of customer.

Waiver and Severability

No waiver by SGWS of any term or condition set out in the Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of SGWS to assert a right or provision under the Agreement shall not constitute a waiver of such right or provision.

If any provision of the Agreement is held by an arbiter, court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be limited to the minimum extent and modified to effect the original intent of the parties as closely as possible in order that the transactions contemplated herein be consummated as originally contemplated to the greatest extent possible, and all the remaining provisions of the Agreement will continue in full force and effect.

Responsibility for Affiliates and Agents

You will be responsible for any actions taken by your affiliates, agents, or other third parties on your behalf under this Agreement or SG Proof.

Independent Contractors

You and SGWS are acting as independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Terms of Use.

Assignment

You may not assign this Agreement or any of your rights or obligations under this Agreement without SGWS’s prior written consent by an SGWS authorized agent, which may be withhold in SGWS’s sole discretion. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under the Agreement.

No Third-Party Beneficiaries

The Agreement does not and is not intended to confer any rights or remedies upon any Person other than you.

Further Actions

You shall, upon SGWS’s reasonable request, and at your sole cost and expense, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

Interpretation

For purposes of this Agreement, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (A) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (B) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

Headings

The headings herein are for reference only and shall not affect the interpretation of this Agreement.

Defined Terms

Capitalized terms used in this Agreement have the meaning specified or defined in this Agreement or the Terms of Sale.

Notices

To You. We may provide any notice to you under the Agreement by (i) sending a message to the email address you provided or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current and to check SG Proof.

To Us. To give us notice under the Agreement, you must contact us as follows: by personal delivery, overnight courier, or registered or certified mail to (i) General Counsel, Southern Glazer’s Wine and Spirits, LLC, 1600 NW 163^rd St., Miami, FL 33169 and with copy to (ii) General Counsel, Southern Glazer’s Wine and Spirits, LLC, 14911 Quorum Dr, Dallas, TX 75254. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

Contact Us

SG Proof is operated by Southern Glazer’s Wine and Spirits, LLC, located at 1600 NW 163^rd St., Miami, FL 33169 and support@sgproof.com. Legal or constructive notice of Claims, request for dispute resolution, and/or arbitration demands are not effective under this section and must be provided in compliance with Section 22 Mandatory Arbitration and Section 36 Notices to be effective.

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Last Updated September 24, 2025