Terms and Conditions

Last Updated August 22, 2023

THESE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. DETAILS ARE SET FORTH BELOW.

This agreement (the "Terms and Conditions") is a legally binding agreement between you and Drinks Holdings, Inc. ("Company," "We," "Our" or "Us") as operators of the Macy's Wine Shop website under license from Macy's Retail Holdings LLC, and governs your access to and use of the URL, www.macyswineshop.com, and its related social media pages, accounts, and mobile websites and applications, as applicable, owned or operated by or licensed to Us (collectively, the "Site"), and they govern any order you place through the Site and, as applicable, your use of the Products you purchase. Through use of the Site, We provide an opportunity to purchase wine, participate in Our wine club and purchase related products (collectively, the “Products”) from Licensed Retailers (as defined below) in their respective states (collectively the "Wine Services"). From time to time, We may also offer you an opportunity to purchase wine-related accessories from Our marketing partners. By using the Wine Services, and by clicking the digital button to place an order on the Site, you agree to be bound by these Terms and Conditions and acknowledge and agree to the collection, use and disclosure of your personal information, including without limitation personally identifiable information, in accordance with Our Privacy Policy. The sale and delivery of orders purchased by you will be executed and fulfilled by licensed third-party entities that hold valid alcohol beverage licenses issued by state agencies allowing for the legal sale of the Products (the "Licensed Retailer” or “Licensed Retailers"). The Site is directed to adults aged 21 or older and you must be at least 21 years of age to make a purchase through the Site and to receive delivery of the Products purchased, and a valid government-issued ID will be required upon delivery. Your use of the Site is subject to these Terms and Conditions and all applicable laws. These Terms and Conditions may change at any time without prior notice. Any changes will be reflected on the Terms of Use page of the Site.

MINIMUM AGE REQUIREMENT

If you use the Site, you represent and warrant that you are at least twenty-one (21) years of age. In no event shall you use the Site, the Wine Services, make a purchase or purchase a gift for someone else if you are under the age of 21, nor may you do any of the foregoing activities for the benefit, or on behalf, of any person under the age of 21. We may refuse to register any person, or service any order at any time, in Our sole discretion. By using the Site, including, without limitation, by participating in the Wine Services, you hereby agree to be bound by these Terms and Conditions. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT USE THE WEBSITE, DO NOT PLACE AN ORDER, AND DO NOT USE ANY PRODUCTS. THESE TERMS AND CONDITIONS INCLUDE A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY CLAIM AGAINST US TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THE ARBITRATION AGREEMENT ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY CLAIM INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION.

SALE OF ALCOHOLIC BEVERAGES

Our role in the transactions contemplated by these Terms and Conditions is that of a marketer and service provider that enables you, the consumer, to purchase Products from Licensed Retailers, and to participate in the Wine Services and/or any other product offerings on the Site. You acknowledge that all orders for Products you place through the use of the Site are processed and fulfilled by such Licensed Retailers, as the actual sellers of wine, and not by Us. Any Products you purchase through the use of the Site from the Licensed Retailers must be for personal consumption only and not for resale. In the unlikely event that a particular wine or Product is unavailable at time of shipping, the Licensed Entity may substitute a wine or Product of similar style and of equal or greater value in your shipment.

ACCOUNT REGISTRATION

To use the Wine Services and make a purchase, you will be asked to provide personally identifiable information such as your name, address, phone number, shipping address, email address, date of birth, and payment information as well as a password in order to make a purchase and create a personal account with Us (an "Account"). Please be sure to protect the confidentiality of the password you create for your Account. By making a purchase from Us, you understand and agree that We may share information about you and your transaction with other companies for the purpose of processing your order including, but not limited to, vendor processing, fulfillment and shipping, credit card authorization, and fraud prevention. Please review Our Privacy Policy regarding the information We collect, use and share, and the terms of such collection, use and sharing. You are responsible for, and agree to pay promptly, all charges to your Account including applicable taxes and purchases by you or anyone you allow to use your Account. You represent and warrant that all personally identifiable information you provide in connection with registering your Account is complete, accurate and non- fraudulent, and that you are authorized to use the method of payment you provide in connection with your use of the Wine Services and the Site. We reserve the right to contact the service provider of your method of payment to conduct periodic security checks. You acknowledge and agree that you may never use another customer's Account without their prior approval. You also agree to review and update your Account as and when necessary to maintain the most current personal information.

ORDERS

As part of the Wine Services available to you, you will have the opportunity to purchase Products. When you place an order for a Product, you will be asked to create an Account if you don't have one, or to log into your pre-existing account. All offers marketed to you pursuant to these Terms and Conditions are subject to availability. The Company and/or the Licensed Retailers have the right to refuse any order that does not comply with your state's laws or for any other reason, and your payment will not be processed for such order. We shall not be liable for any errors or omissions in Product pricing or discounts offered to you, and in the event of any such error or omission, the Company and/or the Licensed Retailers reserve the right to cancel such order(s) and refund any erroneous charges to you. The Licensed Retailers reserve the right to change Product pricing and discounts offered at any time.

PAYMENT

Your credit or debit card will be charged immediately upon checkout. We will not process orders that attempt to use an incorrect, expired, or over-the-limit credit card. However, in the event such an order is processed, We reserve the right to collect funds for any uncollected transactions owed. If you fail to pay any fees or charges when due, or if a redelivery fee or restocking fee is imposed, We may charge such amount directly to the credit card identified in your Account and may suspend or terminate your access to the Wine Services. You shall be responsible and liable for any fees, including attorneys' fees and collection costs, that We may incur in Our efforts to collect any unpaid balances from you. Your right to use the Wine Services is subject to limits established by Us and/or by your credit card issuer.

COUPONS, DISCOUNTS AND VOUCHERS

Each coupon, discount, voucher or other promotion (a “Promotion”) is governed by these Terms and Conditions and the applicable terms of the Promotion as communicated to you. Promotions may not be combined with any other offer, discount or promotion. If you purchased or received a voucher, follow the instructions on the voucher to redeem the Wine Services. Each voucher code may only be used once and may not be used in conjunction with any other offer, discount or promotion (including, but not limited to Promotions) unless the applicable advertisement expressly states otherwise. A voucher has two separate values: (a) the amount paid; and (b) the promotional value, which is the additional value beyond the amount paid. The promotional value of any such offer is not refundable unless expressly stated otherwise, or to the extent permitted by law, and will expire on the expiration date as stated. The amount paid will never expire and may be applied toward the purchase of Products offered and available at the time you redeem if the original Promotion specified on the voucher is no longer available. All Promotions are subject to availability and We reserve the right to change Product pricing and discounts offered at any time. Certain states do not permit Us to honor certain Promotions, discounts or vouchers, and such Promotions are void where prohibited by law.

SHIPPING & DELIVERIES

Please refer to Our Shipping Policy for specific information about the shipment and delivery of your order. In the case of inclement weather or unforeseen delivery complications, it may be necessary to make adjustments to your delivery schedule and We may delay delivery to avoid extremely hot or cold weather that may damage your purchase. If there will be a significant delay, a customer service representative or representative from the Licensed Entity or common carrier may call or email you to let you know the status of your delivery. We will deliver your order as quickly as possible when the conditions permit. If the delivery address you designate is located in an area that does not permit the delivery of alcoholic beverages to a consumer, We will ask you to provide an alternate, permissible delivery address. All shipments are delivered by a certified courier service and require the signature of an adult over the age of 21 with valid photo ID at the time of delivery. By signing for the package, the recipient is certifying they are at least 21 years of age. Any misrepresentation to the courier is unlawful, and any violation will be prosecuted to the fullest extent of the law. Please note that shipments will not be left at your door without a valid signature at time of delivery, and We are not able to ship to a post office box. If no authorized adult is available during the day to sign for delivery after multiple unsuccessful delivery attempts have been made, your shipment will be returned to Us as undeliverable. Shipping fees are non-refundable, and a $12 restocking fee may apply to shipments that are returned to Us. Therefore, We recommend the use of a business address to ensure prompt delivery if you know you won't be at home to receive the delivery. All orders placed pursuant to these Terms and Conditions are shipped by Licensed Retailers. Title to Products shipped, and the risk of loss, passes from the applicable Licensed Entity to you upon the shipment of your order by the applicable Licensed Entity. The terms and cost of shipment may vary from order to order. You will be notified at the time of purchase as to the applicable shipping charges (if any) and taxes, which you will be responsible for paying. The Licensed Retailers We work with do not ship to states, counties or cities where shipping wine is prohibited by law. The remittance of any and all federal, state, sales, use and excise taxes to the applicable state authority will be made by the applicable Licensed Entity related to such wine orders. Product availability and limitations on orders vary by state.

REPLACEMENT ORDERS & RETURNS

In the event your order is damaged in transit, is incorrect, or you are not satisfied with your order for any reason, please contact Our Customer Service Team at (855) 966-2224 and We will use good faith efforts to make your order right. We will replace or issue a Company credit for any unused Product up to 180 days from date of purchase. Company credit or replacement Product will be provided after the unused Product has been returned to Us. Company credit can only be used towards the purchase of merchandise offered for sale at www.macyswineshop.com. Company credit is not redeemable for cash except as required by law. Company credit can only be used on orders associated with your original Account and cannot be transferred to another person or Account. If you request a refund, once the package is returned to Our warehouse, a refund minus shipping costs and a $12 restocking fee will be issued to your credit card or other method of payment, subject to all applicable law.

ORDER CANCELLATION

You may cancel pending orders at any time prior to shipment by contacting Our Customer Service Team at (855) 966-2224. We will promptly cancel your order upon receipt of such a request if received prior to shipment, and the amount of any pre-paid, unshipped shipments that are being canceled will be refunded to the credit card or other payment method used in connection with the original purchase.

PROMOTIONAL EMAILS

When you register your Account or make a purchase through the Site, you agree to receive transactional and promotional emails from Us. These emails may include, but are not limited to, tasting notes or recipes, promotional offers, subscription information or other offers. We will never rent, sell or share your email address except to the extent set forth in these Terms and Conditions and in Our Privacy Policy.

TEXT MESSAGING

When you opt-in to receive text messages, you agree to receive recurring automated promotional and personalized marketing SMS and/or MSM text messages (such as cart reminders, for example) from Us, including text messages that may be sent using an automatic telephone dialing system, to the mobile telephone number you provided when signing up or any other number that you designate. Consent to receive automated marketing text messages is not a condition of any purchase. Message and data rates may apply. See Our Messaging Terms & Conditions and Messaging Privacy Policy, incorporated herein by this reference, for more information on our marketing text messages.

REFERRAL PROGRAM

When you participate in the Macy's Wine Shop Refer-a-Friend Program (the “Program”), you are subject to the Macy's Wine Shop Terms and Conditions and Privacy Policy, as well as the following additional terms and conditions (the “Program Terms”) for the Macy's Wine Shop Refer-a-Friend program:

Qualified Referral. A Qualified Referral is defined as a purchase made at www.macyswineshop.com by a person who arrives at our website by clicking your Refer-a-Friend program link (a "Referred Customer"). You are limited to one Qualified Referral for each Referred Customer. In other words, additional or repeat purchases made by a Referred Customer are not counted as additional Qualified Referrals.

Referred Customer. The Referred Customer and the person referring the Referred Customer (the “Referrer”) cannot be the same person (for example, by using a different email address).

Referral Rewards. For you to earn referral rewards as a Referrer, the Referred Customer must make a bona fide purchase greater than the stated minimum required purchase amount exclusive of all fees, taxes, discounts, shipping, returns, chargebacks, fraudulent payments, and other third-party fees.

Earning and Applying Rewards. Rewards are earned in the stated increment (for example, $25 or whatever increment is displayed in the offer) and are subject to one-time use only. Any portion of the reward not redeemed on first use will be forfeited and cannot be applied to any other purchase. The maximum Qualified Referrals earned per calendar year may be no more than 50 Qualified Referrals. As a Referrer, you are responsible for any and all tax liability resulting from Referral Rewards. Rewards may not be applied toward tax, shipping or a prior purchase, and may not be combined with any other offer, promotion or discount. In the event of a product return, only the amount paid in excess of the reward amount, excluding shipping, will be eligible for store credit or refund. Rewards are non-transferrable, have no cash value and may not be redeemed for cash.

Eligibility. Eligibility to participate in the Refer-A-Friend Program is limited to individuals only. The Program may not be used by businesses or in connection with any affiliate lead generation or other improper purpose, as determined in our sole discretion.

No Spam. You agree to comply with all applicable laws and regulations including, but not limited to, the CAN-SPAM Act, as the same may be revised from time to time. For example, referral email messages must be created and distributed in a personal manner and bulk email distribution is not permitted. Any distribution of your referral link that could constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of your account and exclusion from the Program.

Right to Close Accounts. We reserve the right to close the account(s) of any Referrer and/or Referred Customer and to request full payment if the Referrer and/or Referred Customer attempts to use the Program in a questionable or impermissible manner, breaches any of the Program Terms or the Macy's Wine Shop Terms and Conditions, or is in violation of any law, statute, ordinance or governmental regulation.

Right to Cancel Program or Change Terms. We reserve the right to cancel the Program or to change the Program Terms at any time in our sole discretion without advance notice. Any unclaimed or unapplied referral rewards will be forfeited at that time. Check back here from time to time for updates to these Program Terms.

Additional Requirements. You must be 21 years of age or older to purchase and receive alcohol. A valid I.D. with signature is required for delivery. All orders are reviewed, accepted and fulfilled by licensed retail entities in the industry. The Program is void where prohibited by law.

Give-A-Box Terms and Conditions. Current Macy's Wine Shop customers may give a box of wine to up to 3 friends who are not current or past Macy's Wine Shop customers - and who are 21 or older, of course! Simply provide their email addresses, and they will receive an email with a voucher that will allow them to redeem an offer for 3 bottles of wine on us! All they have to do is pay for shipping and applicable taxes. This offer may not be combined with any other offer, promotion or discount, is non- transferable, has no cash value, may not be redeemed for cash and is void where prohibited by law. No refunds or exchanges. All orders are reviewed, accepted and fulfilled by licensed retail entities in the industry. Beverage alcohol law does not allow for the free goods in conjunction with the sale of alcohol beverages. If your purchase involves a free good, the cost of all advertised items in the offer are included in the advertised price. Your order detail and confirmation will itemize the cost of each item included in your shipment. The Give-A-Box program is subject to the terms and conditions of the Refer- A-Friend program, as applicable. Abuse of this program will result in termination of your Macy's Wine Shop account and other action in accordance with law.

ACCEPTABLE USE POLICY

You hereby agree that you are solely responsible for your conduct in connection with your use of the Site and for any and all acts and omissions that occur under your Account or password. In connection with your use of the Site, you further agree not to engage in any of the following prohibited activities: (a) create an Account or make any purchase if you are under 21 years of age; (b) interfere with or inhibit the use of the Site by other users; (c) use the Site for commercial purposes for yourself and/or third parties (for example, by selling, or attempting to sell, your purchases to others, etc.); (d) create an Account using a false identity, alter-ego, by impersonating a third party, or creating any other false account; (e) interfere with, disrupt or attempt to gain unauthorized access to other Accounts on the Site or any other computer network; (f) copy, reverse engineer, or attempt to derive the source code of any part of the Site; (g) post any comment or Product review on the Site or social media page that is private, libelous, harassing, abusive, obscene, vulgar, sexually explicit, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or is unrelated to Our Products or the Wine Services or is clearly false or misleading; (h) disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property of any person; (i) disseminate or transmit viruses, Trojan Horses, or any other malicious code or program; or (j) use the Site in a manner or engage in any other activity that would violate these Terms and Conditions or any applicable laws. Violation of the foregoing restrictions will result in immediate termination of your Account, and may potentially subject you to further liability. We may investigate any reported violation of these Terms and Conditions and take any action that We deem appropriate. Such action may include, but is not limited to, issuing warnings, closing your Account, suspending future shipments, unilaterally removing posted content and/or reporting any activity that We suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.

LIMITED LICENSE

We grant you the limited right to access and make use of the Site as a user. The Site, including, without limitation, all text, graphics, images, logos, software, trademarks, service marks and trade names incorporated in the Site (the "Content") are owned by or licensed to Us. Macy's® is a registered trademark of Macy's West Stores, Inc. or its affiliates (“Macy's”) and is being used under license. Facebook® is a registered trademark of Facebook, Inc. ("Facebook"). Instagram® is a registered trademark of Instagram LLC (“Instagram”). We are not in any way affiliated with Facebook or Instagram, and the offerings on the Site are not endorsed, administered or sponsored by any of those parties. Unless authorized in writing and in advance by Us or the applicable rights holder, you may not sell, reproduce, copy, distribute, modify, display, publicly perform or otherwise exploit the Content for any public or commercial purpose. No provisions of these Terms and Conditions shall be construed to convey any property right in or license to the Content.

THIRD-PARTY LINKS

You may have contact or other interaction with third parties by clicking third-party links on Our Site and being directed to third-party websites. You acknowledge and agree that you are proceeding at your own risk and that any such third parties are not under Our control. We shall be in no way responsible or liable for any acts, omissions, breaches, representations or warranties made by any such third parties, or for any losses, injuries, or other damages you incur in connection with your contact or other interaction with them, including the content on, or the privacy practices of, such third parties. If you visit the website of, or submit information to, any third parties, your visit and the information you submit are governed by the privacy statement of that third party. We encourage you to carefully read the privacy statements of any website you visit.

MODIFICATION

We may modify these Terms and Conditions at any time, in Our sole discretion, without specific notice to you provided, however, that (a) any amendment or modification to the provisions applicable to dispute resolution shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions shall not apply to any charges incurred prior to the applicable amendment or modification (as the Terms and Conditions in effect at the time of the subject dispute or incurred charges shall govern, as applicable). The latest version of these Terms and Conditions will be posted to the Site, and you should review these Terms and Conditions prior to using the Site. Any such changes to these Terms and Conditions will become effective immediately and your continued use of the Site and your Account following such notification will be deemed confirmation of your acceptance of such changes. You will not be eligible for any compensation because you cannot use any part of the Site or because of a failure, suspension or withdrawal of all or part of the Site.

DISCLAIMER

THE SITE AND THE CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES THAT MAY BE IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE EXTENT PERMITTED BY LAW. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK.

THE PRODUCTS AND SERVICES OFFERED THROUGH THE SITE ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES THAT MAY BE IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESS DISCLAIMED TO THE EXTENT PERMITTED BY LAW PROVIDED, HOWEVER, THIS DISCLAIMER OF WARRANTIES IS NOT APPLICABLE TO RESIDENTS OF THE SATE OF NEW JERSEY OR ANY STATE WHERE SUCH DISCLAIMER OR WARRANTIES IS PROHIBITED BY LAW.

YOU ALSO HEREBY WAIVE ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, IF APPLICABLE, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS FOR WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM AT SUCH TIME, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

ERRORS AND INACCURACIES

We strive to provide complete, accurate, up-to-date information on Our Site. Unfortunately, despite those efforts, human or technological errors may occur. For example, Our Site may contain typographical errors, inaccuracies, or omissions, some of which may relate to pricing and availability, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions, including after an order has been submitted, and to change or update information at any time without prior notice. In addition, you acknowledge that the particular technical specifications and settings of your computer and its display could affect the accuracy of its display of the colors and look of Products offered on the Site.

UNLAWFUL ACTIVITY

We reserve the right to investigate complaints We may receive in connection with your use of the Site, your Account or your placement of orders for Products. Without limiting the generality of the foregoing, We may report any suspected illegal activity to law enforcement officials and regulatory bodies, and in doing so, may disclose any relevant information to such officials and/or regulators, including, without limitation, your personally identifiable information, other personal information, IP address(es), and your Site usage history as provided in Our Privacy Policy.

TERMINATION

The agreement contained in these Terms and Conditions is effective upon your acceptance as set forth herein, and shall continue in full force and effect until terminated. We may suspend or terminate the agreement or the Wine Services, including future shipments under your Club Membership or gift purchase, or remove or disable access to any portion of the Wine Services or the Site at any time and for any reason with or without cause or notice to you. You may close your Account at any time for any reason by calling (855) 966-2224. We reserve the right to collect fees and charges incurred before you close your Account.

INDEMNIFICATION

You agree to indemnify, defend and hold the Company and its employees, officers, members, directors, agents, representatives, affiliates, service partners, Licensed Retailers, licensors, successors and assigns harmless from and against any losses, costs, liabilities, settlements, fines, payments or damages (including reasonable attorneys' fees and costs) resulting from any claim, suit or proceeding, threatened or otherwise, at law or in equity made or brought against Us, and caused by, arising out of, resulting from, or in any way attributable to: (i) your use of the Site; (ii) anything you submit to the Site; (iii) your violation of these Terms and Conditions; (iv) your violation of the rights of any third parties; and/or (v) use of the Site or your Account by any other person accessing the Site using your computer or Internet access account.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS CORPORATE AFFILIATES, NOR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS OF EACH, SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF THIS SITE, YOUR PLACEMENT OR DELIVERY OF ORDERS OF WINE OR OTHER PRODUCTS, OR YOUR USE OF THE PRODUCTS OR SERVICES OFFERED THROUGH THE SITE EVEN IF THE COMPANY HAS NOTICE OR KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES TO DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES YOU OR OTHERS MAY SUFFER, AS WELL AS DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, OR THE LOSS OF DATA OR INFORMATION. THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF COMPANY AND ITS CORPORATE AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, ASSIGNS OF EACH SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON COMPANY'S CHOICE OF LAW PROVISION SET FORTH BELOW.

You acknowledge and agree that the Licensed Retailers are third-party beneficiaries of these Terms and Conditions, with the right to enforce the limitations of warranty and liability set forth herein with respect to the Products.

GOVERNING LAW

These Terms and Conditions, the Privacy Policy, and all issues collateral thereto shall be governed and construed in accordance with the laws of the State of California and without regard to its conflict of laws principles.

DISPUTE RESOLUTION

WHEN YOU AGREE TO THESE TERMS AND CONDITIONS, YOU ARE AGREEING TO A DISPUTE RESOLUTION POLICY THAT INCLUDES (1) A REQUIREMENT TO ARBITRATE ANY CLAIM, DISPUTE OR CONTROVERSY, INCLUDING ALL STATUTORY CLAIMS AND ANY STATE OR FEDERAL CLAIMS, THAT MAY ARISE OUT OF OR RELATE TO THESE TERMS AND CONDITIONS, OUR PRIVACY POLICY OR YOUR USE OF THE SITE OR ANY PRODUCT OR SERVICE PROVIDED THROUGH THE SITE; AND (2) A WAIVER OF ANY RIGHT TO BRING A CLASS ACTION OR PRIVATE ATTORNEY GENERAL CLAIM. BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION, TRIAL BY JURY, OR ADMINISTRATIVE PROCEEDING, IN ORDER TO SETTLE YOUR DISPUTE.

You and We agree that in the event of any dispute between Us, you and We will first try to resolve the dispute by talking with each other. Accordingly, neither you nor We may start a formal proceeding for at least thirty (30) days after one of Us notifies the other in writing of a dispute. The parties shall attempt to resolve any controversy or claim arising out of, or relating to, any provision of the agreement or the breach thereof by good faith negotiations between the parties.

If you and We are unable to resolve Our dispute by talking to each other, you and We each agree that, to the fullest extent permitted by law, any controversy or claim arising out of or relating to Our relationship, either the Terms and Conditions or the Privacy Policy (including any dispute as to their breach, termination, enforcement, interpretation or validity), the Site or any Product or service provided under or in connection with Our relationship that is not resolved will be resolved exclusively by final and binding arbitration before one arbitrator in the county of Los Angeles, California under the rules of the American Arbitration Association then in effect. The prevailing party, as determined by the arbitrator, shall be entitled to collect its reasonable costs, expenses, and interest (including reasonable attorneys' fees, arbitration fees, and other such costs). EACH PARTY UNDERSTANDS THAT BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH PARTIES GIVE UP THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY. You have a right to hire an attorney, at your own cost, to represent you in arbitration. The arbitrator's decision shall be final and binding and may be enforced by any state or federal court that has jurisdiction; provided, however, that the arbitrator shall not have authority to make errors of law and any arbitration award may be challenged if the arbitrator does so. The arbitrator shall give a written statement of the disposition of each claim and the award, including any award of costs, expenses or interest, shall provide a concise written statement of the essential findings and conclusions upon which it is based. Notwithstanding any provision in these Terms and Conditions to the contrary, We agree that if We make any future material change to this arbitration agreement, it will not apply to any individual claim(s) of which you had already provided notice to Us.

You and We agree not to join or consolidate claims in arbitration by or against the other. You and We also agree that you and We will not be entitled to bring any claim as a representative member of a class or in a private attorney general capacity against the other, or against Our service partners, any Licensed Retailers, licensors, officers, directors, members, agents, employees, representatives, affiliates and predecessors. YOU HEREBY WAIVE ANY RIGHT TO BRING A CLASS ACTION OR PRIVATE ATTORNEY GENERAL CLAIM. You and We retain Our respective rights to make any complaint to regulatory agencies or governmental investigators. A court may sever any portion of this provision that it may find to be unenforceable, except for the prohibition on class, representative or private attorney general arbitration.

Notwithstanding any of the foregoing, if We are suffering irreparable harm arising out of or related to your use of the Site, We are not precluded from bringing an action or claim with respect thereto before the appropriate federal or state court located in the county of Los Angeles, California, and you consent to personal and subject matter jurisdiction of such court related to any such action or claim.

NOTICE TO CALIFORNIA USERS

Residents of California who use the Site are entitled to know there are no charges to the consumer for use of Our Site, other than the cost of any Products or services purchased therein and any applicable taxes, shipping fees, and other charges associated with such purchases. Unless otherwise stated, these charges appear for each purchase on the order confirmation pages relating to each purchase and e- mailed to the consumer after purchase. We reserve the right to change Our pricing. You may contact Us to resolve a complaint regarding any aspect of Our service by calling (855) 966-2224, emailing Us at support@macyswineshop.com, or writing to Macy's Wine Shop, 2355 Westwood Blvd. #791, Los Angeles, CA 90064-2109. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814, by calling 1-800-952-5210, or Hearing Impaired at TDD (800) 326-2297, or by email at dca@dca.ca.gov.

ASSIGNMENT

These Terms and Conditions are personal to you and your Account. You may not assign these Terms and Conditions without Our prior written consent. We may assign any of Our rights and delegate any of Our duties hereunder at any time, without your consent, at Our sole discretion. These Terms and Conditions and the Privacy Policy will inure to the benefit of Our successors, assigns and licensors.

FORCE MAJEURE

Neither the Company nor any service provider, including but not limited to Licensed Retailers, service partners, local fulfillment retailers, licensors, licensees, officers, directors, members, agents, employees, representatives or affiliates shall be liable for performance of its obligations under these Terms and Conditions if it is prevented or delayed from performing such obligations as a result of (i) any provision of any present or future law or regulation or any act of any state or agency of the United States, (ii) any act of God, pandemic, war, civil unrest, emergency condition, pandemic or state or national emergency, (iii) the unavailability, failure or interruption of the Internet; (iv) any business closure mandated by local, state or federal authority; or (v) any other circumstances beyond the reasonable control of the Company or its service providers including but not limited to Licensed Retailers, service partners, local fulfillment retailers, licensors, licensees, officers, directors, members, agents, employees, representatives or affiliates.

WAIVER

Any waiver or failure to enforce any provision of these Terms and Conditions on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

SEVERABILITY

In the event that any provision of these Terms and Conditions is declared void or unenforceable, such provision shall be deemed severed from these Terms and Conditions, and these Terms and Conditions shall otherwise remain in full force and effect unless its purpose cannot be effected absent the severed provision.

ENTIRE AGREEMENT

These Terms and Conditions and Our Privacy Policy, and any other terms or agreements that may be posted on the Site (as may be amended from time to time) contain the entire agreement between you and Us relating to the Site and your use of the Site (collectively, the “Agreement”), and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between you and Us in relation to such matters. No oral explanation or oral information shall alter the interpretation of Our Agreement. You confirm that you have not relied on any representation except insofar as the same has expressly been made a representation in this Agreement, and you agree that you shall have no remedy in respect of any representation which has not become a term of this Agreement.