TERMS AND CONDITIONS OF SERVICE

The GrapeVine Group LLC
Last Updated: May 4, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE GRAPEVINE PLATFORM. BY CREATING AN ACCOUNT, ACCESSING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE AN ACCOUNT OR USE THE SERVICE.

1. DEFINITIONS

As used in these Terms and Conditions, the following terms shall have the meanings ascribed to them:

1.1 "Account" means the individual or business account created by or on behalf of a User for the purpose of accessing and using the Service.

1.2 "Account Holder" means the individual or entity that establishes an Account with the Company and accepts these Terms and Conditions, whether directly or through an authorized representative.

1.3 "Aggregate Data" means information derived from User Data that has been aggregated, anonymized, or de-identified such that the data no longer reasonably identifies any individual or entity, either alone or in combination with other publicly available information.

1.4 "Authorized User" or "Team Member" means any employee, contractor, consultant, agent, or other representative of the Account Holder who is granted access to the Service by the Account Holder and who has accepted these Terms and Conditions as they apply to such individual.

1.5 "Business Information" means information related to the Account Holder's business operations, including but not limited to inventory data, sales information, supplier details, customer information, menu items, pricing, and operational metrics collected or processed by the Service.

1.6 "Company," "we," "us," "our," or "GrapeVine" means The GrapeVine Group LLC, a limited liability company organized under the laws of Delaware.

1.7 "Confidential Information" means all non-public information disclosed by one party to the other party in connection with these Terms and Conditions, including but not limited to technical information, business plans, source code, algorithms, and trade secrets.

1.8 "Content" means all text, graphics, images, data, documents, files, software, code, and any other materials created, uploaded, submitted, or transmitted by Users in connection with the Service.

1.9 "Derivative Works" means any work that is based on, derived from, or incorporates all or any portion of the User Data or Content, including but not limited to modifications, translations, adaptations, or any other form of alteration to create new works.

1.10 "Device" means any computer, mobile device, tablet, wearable device, or any other electronic device used to access the Service.

1.11 "Documentation" means the user guides, manuals, help files, and other materials provided by the Company to assist Users in accessing and using the Service.

1.12 "Effective Date" means the date upon which these Terms and Conditions first become effective, which shall be the date of account creation or the date the User first accesses the Service, whichever is earlier.

1.13 "Email" means electronic mail transmission to addresses designated by the Company for the purpose of providing notice or communications related to the Service.

1.14 "Export Control Laws" means all laws, regulations, orders, and executive actions relating to the control and regulation of the export, re-export, and transfer of goods, services, technologies, and data, including the Export Administration Regulations, the International Traffic in Arms Regulations, and all trade embargoes and sanctions administered by any government authority.

1.15 "Financial Information" means information related to pricing, billing, payment methods, transaction history, and financial transactions associated with the Account.

1.16 "Force Majeure Event" means any event or circumstance beyond the reasonable control of the Company, including but not limited to acts of God, natural disasters, civil unrest, war, terrorism, pandemics, governmental actions, communication line failures, and power failures.

1.17 "Incorporated Materials" means third-party services, APIs, platforms, data sources, and other external tools integrated with or used in connection with the Service.

1.18 "Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade names, domain names, trade secrets, and any other proprietary rights, whether registered or unregistered.

1.19 "Liability Cap" means the total monetary compensation that the Company's total liability under these Terms and Conditions shall not exceed, as further described in Section 8.

1.20 "License" means the limited, non-exclusive, non-transferable, revocable license granted to the Account Holder to access and use the Service as contemplated by these Terms and Conditions.

1.21 "Modifications" means any changes, updates, enhancements, or revisions made by the Company to the Service or these Terms and Conditions.

1.22 "Opt-Out Request" means a request submitted by a User or consumer to the Company requesting that certain processing or uses of Personal Information cease, as permitted under applicable privacy laws.

1.23 "Payment Information" means credit card numbers, bank account information, and other financial account data provided by Users for the purpose of paying fees.

1.24 "Personal Information" means any information that identifies, relates to, describes, or could be reasonably linked with a particular individual or household, as defined under applicable privacy laws.

1.25 "Personal Information Categories" means the specific classifications of Personal Information as defined under the California Consumer Privacy Act, including but not limited to identifiers, commercial information, biometric information, internet activity, geolocation data, sensory information, professional information, education information, and inferences.

1.26 "Platform" or "Service" means the GrapeVine software application, platform, website, tools, features, content, and services provided by the Company, including all updates, modifications, and enhancements thereto.

1.27 "Privacy Laws" means all federal, state, and local laws, regulations, directives, and guidance relating to privacy, data protection, consumer rights, and the collection, use, storage, transfer, and deletion of Personal Information, including the California Consumer Privacy Act, the California Privacy Rights Act, the Texas Data Privacy and Security Act, and the Florida Digital Bill of Rights.

1.28 "Sensitive Personal Information" means Personal Information that includes social security numbers, precise geolocation, racial or ethnic origin, religious beliefs, union membership, mail contents, genetic data, biometric information for identification purposes, health information, or sex life or sexual orientation information.

1.29 "Service Fees" means the charges, fees, and costs associated with the Account Holder's use of the Service, as described in the pricing documentation provided by the Company.

1.30 "Sublicense" means the right to grant rights to third parties to use, reproduce, distribute, or otherwise exploit User Data or Content.

1.31 "Team" means all Authorized Users associated with a particular Account.

1.32 "Termination" means the cessation and discontinuation of the Account Holder's right to access and use the Service, whether initiated by the Account Holder or the Company.

1.33 "Third-Party Services" means services, software, platforms, or products offered by entities other than the Company that are integrated with, accessible through, or recommended in connection with the Service.

1.34 "Use Data" means information related to the Account Holder's and Team Members' interactions with the Service, including but not limited to feature usage, access logs, device information, browser information, and usage patterns.

1.35 "User," "you," or "your" means any individual or entity that accesses or uses the Service, including Account Holders, Team Members, Authorized Users, and any other individuals acting on behalf of an Account Holder.

1.36 "User Data" means all data, information, content, Business Information, Personal Information, and materials of any kind provided by, collected from, or generated in connection with the Account Holder's and Team Members' use of the Service.

2. ACCEPTANCE OF TERMS AND BINDING EFFECT

2.1 Binding Agreement. By creating an Account, accessing the Service, or using any features or functionality provided by the Company, the Account Holder and all Team Members expressly acknowledge that they have read these Terms and Conditions in their entirety, understand the terms, and agree to be bound by each and every provision contained herein. These Terms and Conditions constitute a legally binding and enforceable contract between the Account Holder and the Company, and the Account Holder's continued use of the Service following the posting of any modifications to these Terms and Conditions shall constitute acceptance of such modifications.

2.2 Acceptance on Behalf of Organization. If the Account Holder is accepting these Terms and Conditions on behalf of a business, partnership, corporation, or other legal entity, the Account Holder represents and warrants that it has the full legal authority to bind such organization to these Terms and Conditions and that such organization is duly organized and validly existing under the laws of its jurisdiction of formation. The Account Holder further represents and warrants that it has obtained all necessary authorizations, consents, and approvals to enter into these Terms and Conditions on behalf of such organization.

2.3 Authority of Team Members. By adding Team Members to the Account, the Account Holder represents and warrants that it has obtained the consent of each Team Member to accept these Terms and Conditions and to authorize the Company to collect, use, and process the Personal Information of such Team Members in accordance with Section 13. The Account Holder further represents and warrants that it has the authority to cause each Team Member to accept these Terms and Conditions and that each Team Member's use of the Service constitutes acceptance of these Terms and Conditions.

2.4 Effective Date. These Terms and Conditions become effective and binding as of the date the Account Holder first creates an Account, accesses the Service, or begins using any features or functionality of the Service, whichever occurs first. The Account Holder's continued use of the Service after the Effective Date shall constitute continued acceptance of these Terms and Conditions.

2.5 Age Requirement. The Account Holder represents and warrants that the Account Holder is at least eighteen (18) years of age at the time of account creation. By creating an Account, the Account Holder affirms under penalty of perjury that the Account Holder is eighteen (18) years of age or older. The Service is not intended for, and shall not be used by, any individual under the age of eighteen (18). The Company reserves the right to request verification of age at any time, and to immediately terminate any Account where the Account Holder is found to be under the age of eighteen (18). If the Account Holder is accepting these Terms and Conditions on behalf of an organization, the individual accepting these Terms must be at least eighteen (18) years of age. The Account Holder shall ensure that all Team Members granted access to the Account are at least eighteen (18) years of age and shall be solely responsible for verifying the age of each Team Member prior to granting access.

2.6 Non-Acceptance. If the Account Holder does not agree to all of the terms, conditions, and provisions set forth herein, or if the Account Holder is under the age of eighteen (18), the Account Holder must not create an Account or access the Service. If the Account Holder has already created an Account and does not accept these Terms and Conditions, or if the Account Holder is under the age of eighteen (18), the Account Holder must immediately cease all use of the Service and contact the Company to request account deletion.

3. ACCOUNT REGISTRATION AND RESPONSIBILITIES

3.1 Account Creation. To access and use the Service, the Account Holder must create an Account by providing accurate, complete, and current information as requested by the Company during the registration process. The Account Holder must immediately notify the Company of any changes to the information provided during registration to ensure that the Account Holder's information remains accurate and current.

3.2 Account Credentials. The Account Holder is solely responsible for maintaining the confidentiality of all login credentials, passwords, authentication tokens, and any other information used to access the Account. The Account Holder shall not share Account credentials with any unauthorized individual and shall immediately notify the Company of any unauthorized access or use of the Account. The Company shall not be liable for any unauthorized access or use of the Account that results from the Account Holder's failure to maintain the confidentiality of Account credentials.

3.3 Account Holder Responsibilities. The Account Holder shall be responsible for all activity that occurs through the Account, including activity by Team Members, and shall ensure that all Team Members comply with these Terms and Conditions and all applicable laws and regulations. The Account Holder assumes all responsibility and liability for the conduct of Team Members and for ensuring that Team Members do not violate these Terms and Conditions or engage in any prohibited activities.

3.4 Accurate Information. The Account Holder shall provide accurate, truthful, and complete information during the account registration process and shall update such information as necessary to ensure accuracy. The Company reserves the right to verify the information provided by the Account Holder and to terminate the Account or deny access to the Service if the information provided is found to be inaccurate, incomplete, or fraudulent.

3.5 Access Management. The Account Holder is responsible for managing access to the Account, including adding and removing Team Members, setting permission levels, and restricting access to specific features or data. The Account Holder shall establish and enforce internal policies regarding access to the Account and the security of Account credentials and shall immediately remove access for any individual who no longer requires access to the Account.

3.6 Account Activity. The Account Holder shall maintain complete records of all Account activity and shall monitor the Account for any suspicious, unauthorized, or fraudulent activity. The Account Holder shall immediately report to the Company any suspected or actual unauthorized access, use, or activity related to the Account.

4. USE OF SERVICE AND ACCEPTABLE USE POLICY

4.1 License Grant. Subject to the Account Holder's compliance with these Terms and Conditions, the Company grants the Account Holder a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for the Account Holder's internal business purposes, specifically for managing inventory, invoices, point-of-sale data, menu items, and related operations in the food and beverage industry. The Account Holder may permit Team Members to access and use the Service under this license, provided that such Team Members comply with these Terms and Conditions.

4.2 License Restrictions. The Account Holder shall not, and shall ensure that Team Members do not: (a) use the Service for any commercial purpose other than the Account Holder's own internal business operations; (b) sell, rent, lease, transfer, assign, or sublicense access to the Service to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or other technical aspects of the Service; (d) remove, obscure, or alter any proprietary notices, labels, or marks on the Service; (e) use the Service to compete with the Company or develop a competing product or service; (f) use the Service to provide services to third parties, including as a service bureau or application service provider; or (g) use the Service in any manner that violates applicable laws or regulations.

4.3 Acceptable Use. The Account Holder shall use the Service only in compliance with these Terms and Conditions and all applicable laws and regulations. The Account Holder shall not use the Service to: (a) transmit viruses, malware, spyware, or other harmful code; (b) engage in hacking, unauthorized access, or any form of cyber attack; (c) send spam, phishing messages, or unsolicited commercial communications; (d) harass, threaten, defame, or abuse any individual or entity; (e) violate any person's privacy or intellectual property rights; (f) engage in fraud, deception, or misrepresentation; (g) violate any laws, regulations, or rights of any individual or entity; or (h) assist, encourage, or facilitate any of the foregoing prohibited activities.

4.4 Monitoring and Enforcement. The Company reserves the right to monitor the Account Holder's use of the Service to ensure compliance with these Terms and Conditions and applicable laws. The Company may investigate any suspected violations and may take any action it deems necessary or appropriate, including suspending access, terminating the Account, or providing information to law enforcement authorities. The Account Holder acknowledges that the Company is not obligated to monitor use of the Service but reserves the right to do so.

4.5 User Conduct. The Account Holder is solely responsible for all conduct and activity related to the Account and the Account Holder's use of the Service. The Company shall not be liable for any User conduct, whether by the Account Holder or any Team Member, that violates these Terms and Conditions or applicable laws.

4.6 Third-Party Content. The Service may include content, data, or information provided by or obtained from third parties. The Company does not endorse, verify, or guarantee the accuracy, completeness, or reliability of any third-party content and shall not be liable for any errors, inaccuracies, or omissions in third-party content.

5. USER DATA RIGHTS AND COMPANY INTELLECTUAL PROPERTY

5.1 Company Rights in User Data. The Account Holder acknowledges and agrees that all User Data submitted to, stored in, or processed through the Service, including all Business Information, Personal Information of Team Members and customers, Use Data, and any other data or information provided by or collected from the Account Holder, shall be the property of the Company. The Company shall have, and the Account Holder hereby irrevocably grants to the Company, a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-revocable, transferable license to use, reproduce, modify, adapt, translate, create Derivative Works of, and distribute the User Data for the purposes of operating, improving, and enhancing the Service and related products. The Company shall not sell, license, or otherwise disclose individually identifiable User Data to third parties, except as required by law or as necessary to provide the Service (e.g., third-party integrations authorized by the Account Holder). The Company may, however, create and commercially exploit Aggregate Data as described in Section 5.3.

5.2 Scope of Company License. Without limiting the generality of Section 5.1, the Company's license to User Data includes the right to: (a) analyze, process, and derive insights from User Data using any analytical, statistical, or machine learning techniques; (b) combine User Data with data from other sources to create Aggregate Data, new products, services, or offerings; (c) create Derivative Works based on User Data, including aggregated reports, benchmarks, trend analyses, and predictive models; (d) use User Data to train, develop, and improve artificial intelligence and machine learning models for use in connection with the Service or related products; (e) sell, license, or otherwise commercialize Aggregate Data or Derivative Works based on Aggregate Data to third parties; (f) sublicense Aggregate Data or Derivative Works based on Aggregate Data to third parties; (g) publicly disclose insights, findings, or information derived from Aggregate Data; (h) retain and use User Data for internal purposes, including product improvement, analytics, and AI model training, indefinitely, even after Account termination; and (i) exercise any other right or privilege with respect to Aggregate Data that the Company deems appropriate. For clarity, the Company shall not sell, license, or disclose individually identifiable User Data to any third party except as required by law or as necessary to operate the Service.

5.3 Aggregate and Anonymized Data. The Company shall be entitled to create, use, and disclose Aggregate Data derived from User Data without any obligation to the Account Holder. Aggregate Data may be used by the Company for any purpose, including product improvement, analytics, research, marketing, and commercial exploitation, and may be sold, licensed, or otherwise provided to third parties without compensation or attribution to the Account Holder.

5.4 User Data for Product Improvement. The Company may use User Data, including Business Information and Use Data, to improve, enhance, and develop the Service and other products or services offered by the Company. This includes analyzing usage patterns, identifying features, and optimizing the Service based on User Data.

5.5 User Data for Machine Learning and AI. The Company may use User Data, including all information provided by or collected from the Account Holder, to train, develop, and improve artificial intelligence, machine learning models, and other automated decision-making systems. The Company may use such models and systems in connection with the Service or in connection with other products or services offered by the Company or licensed to third parties.

5.6 Marketing and Research. The Company may use Aggregate Data and anonymized insights for marketing purposes, including industry reports, success metrics, and promotional materials. The Company may reference the Account Holder or the Account Holder's business by name in case studies, testimonials, or marketing materials only with the Account Holder's prior written consent. The Company may also use Aggregate Data for research purposes, including academic research and industry analyses.

5.7 Data Monetization. The Company may sell, license, or otherwise monetize Aggregate Data or Derivative Works based on Aggregate Data to third parties, including but not limited to analytics firms, software vendors, distributors, research organizations, and other companies in the food and beverage industry. Aggregate Data products may include, without limitation, regional market trends, pricing benchmarks, category performance reports, and industry analytics. The Account Holder shall not be entitled to any compensation for the Company's creation, use, licensing, or sale of Aggregate Data or Derivative Works based on Aggregate Data. For the avoidance of doubt, the Company shall not sell or license individually identifiable User Data to third parties under this Section.

5.8 Company Intellectual Property. Except as expressly licensed to the Account Holder in Section 4.1, the Company retains all right, title, and interest in and to the Service, including all software, code, designs, documentation, and other materials comprising the Service. All Intellectual Property Rights in the Service are the exclusive property of the Company, and the Account Holder shall not acquire any ownership interest in or rights to the Service except the limited license expressly granted in Section 4.1.

5.9 Feedback and Suggestions. The Account Holder hereby grants the Company a non-exclusive, perpetual, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and distribute any feedback, suggestions, comments, or ideas provided by the Account Holder regarding the Service or the Company's products or services. The Account Holder shall not be entitled to any compensation for the provision of feedback or suggestions.

5.10 Residual Knowledge. The Company shall be entitled to use any residual knowledge, know-how, or experience retained in the unaided memory of employees or agents of the Company who have access to User Data or the Account, even if such knowledge is related to the Account Holder's business or the User Data.

5.11 Exceptions to User Data License. Notwithstanding the foregoing provisions of this Section 5, the Company's license to User Data shall not include the right to sell, share with third parties, or otherwise commercially exploit the following categories of data: (a) Payment Information, including credit card numbers, bank account numbers, or other financial account information, except to the extent necessary to process payments and maintain financial records in accordance with applicable law; (b) health information, medical records, or any data pertaining to the physical or mental health condition, diagnosis, treatment, or medical history of any individual; and (c) precise geolocation data, defined as any data that is derived from a device and that is used or intended to be used to locate an individual within a geographic area that is equal to or less than the area of a circle with a radius of one thousand eight hundred and fifty (1,850) feet. The Company may collect and use general location data, including city, state, region, and zip code, in accordance with the rights granted in this Section 5. The Company may use payment metadata, including transaction amounts, dates, and frequencies, in accordance with the rights granted in this Section 5. For the avoidance of doubt, the Company does not intentionally collect health information or precise geolocation data through the Service, and the exclusions set forth in this Section 5.11 apply to any such data that is inadvertently submitted by the Account Holder or collected through the Service.

6. PAYMENT TERMS AND BILLING

6.1 Service Fees. The Account Holder shall pay all Service Fees in accordance with the pricing plan selected by the Account Holder and the pricing terms established by the Company. Service Fees are stated in United States Dollars and shall include all applicable taxes and fees unless otherwise specified. The Company may adjust Service Fees upon thirty (30) days' written notice to the Account Holder.

6.2 Billing Cycle. Service Fees shall be billed on a monthly or annual basis, depending on the billing cycle selected by the Account Holder. Billing shall commence on the date the Account is created or the date the Service becomes available to the Account Holder, whichever is earlier, and shall continue on each anniversary of such date until the Account is terminated or suspended.

6.3 Payment Method. The Account Holder shall maintain current and valid payment information on file with the Company. The Account Holder authorizes the Company to charge the payment method on file for all Service Fees and other charges due under these Terms and Conditions. If the Account Holder's payment method is declined or if payment cannot be processed, the Company may immediately suspend access to the Service.

6.4 Late Payment. If any Service Fees are not paid within thirty (30) days of the due date, the Company may charge interest on the overdue amount at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, and may suspend or terminate access to the Service without further notice or liability.

6.5 No Refunds. Except as may be required by applicable law, all Service Fees and other charges are non-refundable, and no credits or refunds shall be provided for partial months, unused portions of a billing period, or early termination of the Service. The Company shall not issue refunds, credits, or adjustments in connection with the Account Holder's dissatisfaction with the Service, the quality of the Service, or for any other reason.

6.6 Additional Fees. The Company may charge additional fees for premium features, add-on services, data overage, or additional usage beyond the limits of the selected pricing plan. The Account Holder shall be notified of any additional fees before they are incurred, and the Account Holder's continued use of the Service shall constitute acceptance of any additional fees.

6.7 Taxes. All Service Fees are exclusive of any taxes, levies, duties, or similar charges imposed by federal, state, or local authorities. The Account Holder is responsible for paying all such taxes, levies, duties, and charges, and the Company may collect such amounts from the Account Holder or may require the Account Holder to directly remit such amounts to the appropriate government authorities.

6.8 Invoicing. The Company shall provide invoices to the Account Holder via email or through the Account. The Account Holder is responsible for maintaining accurate contact information and shall promptly notify the Company of any changes to contact information or billing address.

7. TERMINATION

7.1 Termination at Will. The Company may, at its sole discretion and without cause, at any time and for any reason or for no reason whatsoever, immediately terminate, suspend, or restrict the Account Holder's access to the Service. Termination by the Company shall be effective immediately upon notice, and no refund or compensation shall be provided to the Account Holder.

7.2 Termination for Breach. The Company may, at its sole discretion, immediately terminate the Account and the Account Holder's access to the Service if the Account Holder materially breaches these Terms and Conditions and fails to cure such breach within thirty (30) days of receiving written notice of the breach from the Company.

7.3 Termination for Non-Payment. The Company may, at its sole discretion, immediately terminate the Account and suspend access to the Service if the Account Holder fails to pay any Service Fees or other amounts due to the Company within thirty (30) days of the due date.

7.4 Termination by Account Holder. The Account Holder may terminate the Service at any time by providing written notice to the Company and ceasing all use of the Service. Upon termination by the Account Holder, the Account Holder shall remain responsible for all Service Fees due through the end of the then-current billing period, and no refund or credit shall be provided.

7.5 Effective Date of Termination. Termination shall be effective immediately upon the earlier of (a) the date the Company sends notice of termination to the Account Holder, (b) the date the Company denies the Account Holder access to the Service, or (c) the date specified by the Account Holder in a termination request.

7.6 Effect of Termination. Upon termination, the Account Holder's right to access and use the Service shall immediately cease, and all Team Members shall immediately lose access to the Account and the Service. The License granted in Section 4.1 shall immediately terminate, and all User Data shall remain the property of the Company as provided in Section 5.

7.7 Data After Termination. Upon termination of the Account, the Company shall have no obligation to maintain, preserve, or return User Data. The Company may, at its discretion, delete User Data from the Service, and the Company shall not be liable for any loss or deletion of User Data that occurs after termination. The Account Holder is solely responsible for obtaining and maintaining backup copies of any User Data.

7.8 Survival. The obligations, rights, and provisions of Sections 1, 5, 6, 7.6, 7.7, 8, 9, 10, 11, 12, 13, and any other provisions that by their nature are intended to survive termination shall survive the termination or expiration of these Terms and Conditions and the Account.

8. LIMITATION OF LIABILITY AND DISCLAIMERS

8.1 Disclaimers. THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND AVAILABILITY. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR MEET THE ACCOUNT HOLDER'S EXPECTATIONS OR REQUIREMENTS.

8.2 No Service Level Agreement. The Company does not provide any service level agreement, guaranteed uptime guarantee, or performance guarantee in connection with the Service. The Company does not warrant that the Service will be available at any particular time or for any particular duration. The Company shall not be liable for any unavailability, downtime, interruption, suspension, or cessation of the Service for any reason whatsoever.

8.3 Use at Own Risk. The Account Holder acknowledges that the Account Holder's use of the Service is entirely at the Account Holder's own risk and that the Account Holder is solely responsible for any damage to the Account Holder's devices, data, or business that results from the Account Holder's use of the Service.

8.4 Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THESE TERMS AND CONDITIONS, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR OTHER INTANGIBLE LOSSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH DAMAGES ARE CLAIMED, INCLUDING CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER THEORY.

8.5 Liability Cap. THE COMPANY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE ACCOUNT HOLDER TO THE COMPANY IN SERVICE FEES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF NO FEES HAVE BEEN PAID, THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THIS LIABILITY CAP SHALL APPLY REGARDLESS OF THE NUMBER OF INCIDENTS, CLAIMS, THEORIES OF LIABILITY, OR CLAIMANTS.

8.6 No Liability for User Data. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, UNAUTHORIZED ACCESS, ALTERATION, OR DESTRUCTION OF USER DATA, REGARDLESS OF THE CAUSE, INCLUDING THROUGH THE COMPANY'S NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF THESE TERMS AND CONDITIONS. THE COMPANY SHALL NOT BE LIABLE FOR ANY CORRUPTION, LOSS, OR INACCESSIBILITY OF USER DATA, OR FOR ANY COSTS OR EXPENSES RELATED TO RECOVERING USER DATA.

8.7 No Liability for Business Decisions. THE COMPANY SHALL NOT BE LIABLE FOR ANY BUSINESS DECISIONS, ACTIONS, OR INACTIONS TAKEN BY THE ACCOUNT HOLDER OR TEAM MEMBERS BASED ON INFORMATION PROVIDED BY THE SERVICE, INCLUDING INVENTORY DECISIONS, PURCHASING DECISIONS, PRICING DECISIONS, OR ANY OTHER BUSINESS DECISIONS.

8.8 No Liability for Third-Party Services. THE COMPANY SHALL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICES, INTEGRATED MATERIALS, OR THIRD-PARTY CONTENT, INCLUDING ANY ERRORS, INACCURACIES, FAILURES, OR OTHER ISSUES RELATED TO THIRD-PARTY SERVICES. THE COMPANY IS NOT RESPONSIBLE FOR THE OPERATION, SECURITY, RELIABILITY, OR AVAILABILITY OF ANY THIRD-PARTY SERVICES.

8.9 No Liability for System Failures. THE COMPANY SHALL NOT BE LIABLE FOR ANY SYSTEM FAILURES, OUTAGES, INTERRUPTIONS, DELAYS, DATA LOSS, OR OTHER TECHNICAL ISSUES THAT AFFECT THE SERVICE, REGARDLESS OF THE CAUSE OR DURATION. THIS INCLUDES FAILURES CAUSED BY THE ACCOUNT HOLDER'S DEVICE, INTERNET CONNECTION, NETWORK PROVIDER, OR ANY OTHER FACTORS BEYOND THE COMPANY'S DIRECT CONTROL.

8.10 No Warranty Against Interruption. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE COMPANY DOES NOT WARRANT THAT ANY ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET THE ACCOUNT HOLDER'S EXPECTATIONS OR REQUIREMENTS.

8.11 Sole Remedy. IF THE ACCOUNT HOLDER IS DISSATISFIED WITH THE SERVICE OR WITH ANY ASPECT OF THESE TERMS AND CONDITIONS, THE ACCOUNT HOLDER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO STOP USING THE SERVICE AND TERMINATE THE ACCOUNT. UNDER NO CIRCUMSTANCES SHALL THE ACCOUNT HOLDER BE ENTITLED TO PURSUE ANY OTHER REMEDY, INCLUDING CLAIMS FOR DAMAGES, INJUNCTIVE RELIEF, OR SPECIFIC PERFORMANCE.

9. INDEMNIFICATION

9.1 Indemnity. The Account Holder shall defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Account Holder's or any Team Member's use of the Service; (b) the Account Holder's or any Team Member's violation of these Terms and Conditions or applicable laws; (c) the Account Holder's or any Team Member's violation of any third party's rights, including intellectual property rights or privacy rights; (d) any User Data or Content provided by or through the Account; (e) the Account Holder's business, products, or services; (f) any claim that User Data or Content infringes upon or violates the intellectual property rights or privacy rights of any third party; or (g) any unauthorized access or use of the Account by any individual who obtained access through the Account Holder.

9.2 Defense. The Account Holder shall assume the defense of any claim subject to indemnification hereunder, provided that the Company may participate in the defense at the Account Holder's expense. The Account Holder shall not settle any claim without the Company's prior written consent, which shall not be unreasonably withheld.

9.3 Conditions. The Account Holder's indemnity obligation shall be conditioned upon the Company: (a) providing prompt written notice of any claim; (b) granting the Account Holder sole control of the defense and settlement; and (c) providing reasonable cooperation in the defense, at the Account Holder's expense.

10. CONFIDENTIALITY

10.1 Confidential Information. The parties acknowledge that in the course of performing obligations under these Terms and Conditions, one party may disclose to the other party information that is confidential, proprietary, or not generally available to the public. Confidential Information may include technical information, business information, trade secrets, source code, and other non-public information.

10.2 Obligations. Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose such information to any third party without the prior written consent of the disclosing party. Each party shall use the other party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms and Conditions.

10.3 Permitted Disclosure. Notwithstanding the foregoing, the Company may disclose the Account Holder's Confidential Information as required by law, court order, or governmental authority, provided that the Company gives the Account Holder prompt notice of such requirement and cooperates with the Account Holder's efforts to obtain a protective order.

10.4 Company Use of Information. Notwithstanding the foregoing, nothing in this Section 10 shall prevent the Company from using information about the Account Holder's use of the Service, including Use Data and Aggregate Data, in accordance with Section 5 and Section 13.

11. REPRESENTATIONS AND WARRANTIES

11.1 Account Holder Representations. The Account Holder represents and warrants that: (a) the Account Holder has the full legal authority to enter into these Terms and Conditions and to use the Service; (b) all information provided by the Account Holder is accurate, complete, and truthful; (c) the Account Holder is in compliance with all applicable laws and regulations; (d) the Account Holder has obtained all necessary consents and approvals to accept these Terms and Conditions and to authorize the Company to collect and use User Data; (e) the Account Holder will use the Service only in compliance with these Terms and Conditions and all applicable laws; and (f) the Account Holder shall not use the Service to violate any third party's rights or to engage in any prohibited activities.

11.2 User Data Representations. The Account Holder represents and warrants that: (a) the Account Holder owns or has the authority to provide all User Data; (b) the Account Holder has obtained all necessary consents and approvals to provide User Data to the Company; (c) the provision of User Data to the Company does not violate any third party's rights, including intellectual property rights, privacy rights, or contract rights; (d) User Data does not contain any viruses, malware, spyware, or other harmful code; and (e) User Data is not subject to any third-party claims or encumbrances.

11.3 Authority of Team Members. The Account Holder represents and warrants that it has obtained the consent of each Team Member to accept these Terms and Conditions and that each Team Member's use of the Service constitutes acceptance of these Terms and Conditions.

11.4 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, THE COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12. FORCE MAJEURE

12.1 Force Majeure Events. Neither party shall be liable for any failure or delay in performance under these Terms and Conditions to the extent that such failure or delay is caused by a Force Majeure Event beyond the reasonable control of the party.

12.2 Exceptions. Force Majeure shall not include: (a) failure or delay caused by a party's negligence, willful misconduct, or breach of these Terms and Conditions; (b) payment obligations; (c) cybersecurity attacks that result from a party's failure to maintain reasonable security measures; or (d) any event that could have been prevented or avoided through reasonable efforts.

12.3 Notice and Mitigation. The party invoking Force Majeure shall provide prompt notice to the other party and shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as quickly as practicable.

12.4 Extended Force Majeure. If a Force Majeure Event continues for more than thirty (30) days, the non-affected party may terminate the affected party's obligations under these Terms and Conditions upon written notice.

13. PRIVACY AND DATA PROCESSING

13.1 Data Collection. The Company collects User Data in connection with the Account Holder's use of the Service. This includes Personal Information of the Account Holder, Team Members, and individuals whose information is included in User Data, as well as Business Information, Use Data, and other information.

13.2 Data Use. The Company may use User Data for the purposes set forth in Section 5, including product improvement, analytics, machine learning, research, marketing, and commercial exploitation, without the need to obtain the Account Holder's or any individual's prior consent.

13.3 Data Retention. The Company may retain User Data indefinitely, even after the termination of the Account. The Company has no obligation to delete, return, or destroy User Data upon termination or upon the Account Holder's request, except as required by applicable law.

13.4 Data Security. The Company shall maintain reasonable security measures to protect User Data against unauthorized access, alteration, or destruction. However, the Company does not guarantee the absolute security of User Data and shall not be liable for any unauthorized access, alteration, or destruction of User Data that occurs despite the Company's security measures.

13.5 Data Breach Notification. In the event of a data breach that involves the unauthorized access, alteration, or destruction of Personal Information, the Company may, at its sole discretion, notify the Account Holder and affected individuals in accordance with applicable law. However, the Company has no obligation to notify the Account Holder or affected individuals of any data breach unless such notification is required by applicable law.

13.6 Data Transfers. The Company may transfer User Data to any jurisdiction, including outside the United States, and may process User Data in any jurisdiction without the Account Holder's consent. The Account Holder acknowledges that User Data may be transferred to jurisdictions that do not provide the same level of data protection as the Account Holder's home jurisdiction.

13.7 Data Processing Agreement. To the extent that the Company processes Personal Information on behalf of the Account Holder or acts as a data controller with respect to User Data, the Company shall comply with applicable data protection laws, including the California Consumer Privacy Act, the Texas Data Privacy and Security Act, and the Florida Digital Bill of Rights, as provided in Sections 34, 35, and 36 respectively.

13.8 Team Member Personal Information. The Account Holder shall ensure that each Team Member has consented to the collection, use, and processing of their Personal Information by the Company and shall ensure that Team Members are notified of the Company's data practices as described in this Section 13 and Section 5.

13.9 Subprocessors. The Company engages the following subprocessors to deliver the Service. By using the Service, the Account Holder authorizes the Company to share User Data with these subprocessors solely to the extent necessary to perform their contracted services. The current list is also available at https://www.thegrapevine.shop/subprocessors.

(a) Supabase, Inc. — primary relational database, authentication, object storage, and real-time infrastructure.
(b) Vercel, Inc. — application hosting, serverless function execution, and content delivery network.
(c) Stripe, Inc. — payment card processing, subscription billing, customer payment portal. Stripe receives Payment Information directly; the Company does not store full card numbers.
(d) Twilio, Inc. (SendGrid) — transactional email delivery and inbound email parsing for invoice ingestion.
(e) OpenAI, Inc. — optical character recognition (OCR) of invoices and menus, and natural-language analytics responses.
(f) Anthropic, PBC — supplementary analytics and inventory-matching AI responses.
(g) Alphabet Inc. (Google Cloud) — catalog image generation using generative AI models.
(h) Block, Inc. (Square) and Fiserv, Inc. (Clover) — point-of-sale (POS) data synchronization, engaged only when the Account Holder connects a POS integration.

13.10 Subprocessor Changes. The Company reserves the right to add, remove, or substitute subprocessors at its sole discretion. Where feasible, the Company shall provide notice of material changes via the Service or by email before the change takes effect.

13.11 Data Export and Self-Service Deletion. Notwithstanding Section 13.3, the Company provides in-Service tools enabling the Account Holder to: (a) export Business Information in a structured, machine-readable format; and (b) request account termination and data deletion. Upon Account Holder-initiated deletion, the Company schedules permanent deletion of User Data after the grace period applicable to the Account Holder's subscription tier. Certain Aggregate Data, audit logs, and records required for tax, anti-fraud, or legal compliance purposes may persist after account deletion as described in Section 31.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 Company IP. All Intellectual Property Rights in the Service, including all software, code, designs, documentation, graphics, and other materials comprising the Service, are the exclusive property of the Company or are licensed to the Company by third parties. The Account Holder shall not acquire any ownership interest in or rights to any Company Intellectual Property Rights except the limited license expressly granted in Section 4.1.

14.2 Protection of IP Rights. The Account Holder shall not attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or technical details of the Service. The Account Holder shall not remove, alter, or obscure any proprietary notices, copyright notices, trademarks, or other Intellectual Property Rights notices on the Service.

14.3 Third-Party IP. The Service may include or be based upon software, code, or materials owned or licensed by third parties. The Company may be required to comply with certain open source or third-party licenses in connection with the Service. The Company does not grant any license or right to any third-party Intellectual Property Rights, and the Account Holder's use of the Service does not grant any rights to any third-party Intellectual Property Rights.

14.4 Account Holder IP. The Account Holder retains ownership of any Intellectual Property Rights in User Data that the Account Holder created prior to submitting the User Data to the Company. However, by submitting User Data to the Company, the Account Holder grants the Company the rights to User Data as provided in Section 5.

14.5 Monitoring for IP Infringement. The Company may, at its discretion, monitor the Service for infringing or illegal content and may remove any content that the Company believes violates intellectual property rights or applicable laws.

15. THIRD-PARTY SERVICES AND INTEGRATIONS

15.1 Third-Party Services. The Service may integrate with, include links to, or facilitate access to Third-Party Services, including payment processors, point-of-sale systems, accounting software, and other third-party applications. The Company is not responsible for the operation, security, availability, or reliability of any Third-Party Services.

15.2 Third-Party Terms. The Account Holder's use of any Third-Party Services shall be governed by the terms and conditions of the Third-Party Service provider, and the Account Holder is solely responsible for complying with such terms and conditions. The Company shall not be liable for any issues arising out of the Account Holder's use of Third-Party Services.

15.3 Data Sharing with Third Parties. By using Third-Party Services integrated with the Service, the Account Holder acknowledges that User Data may be shared with or transmitted to Third-Party Service providers. The Company shall not be liable for any use, disclosure, or misuse of User Data by Third-Party Service providers.

15.4 Company Not Responsible. The Company shall not be responsible for the accuracy, availability, quality, or reliability of any Third-Party Services or for any errors, omissions, or inaccuracies in Third-Party Services or third-party content.

15.5 Links to Third Parties. The Service may include links to third-party websites or services. The Company does not endorse or control any third-party websites or services and shall not be liable for any content on third-party websites or for any issues arising out of the Account Holder's use of third-party websites or services.

16. SECURITY AND INCIDENT RESPONSE

16.1 Account Security. The Account Holder shall be responsible for maintaining the security of the Account, including securing Account credentials and maintaining access controls. The Account Holder shall immediately notify the Company of any suspected or actual unauthorized access or use of the Account.

16.2 Company Security Measures. The Company shall maintain reasonable security measures to protect the Service and User Data from unauthorized access, alteration, or destruction. However, the Company does not guarantee absolute security and shall not be liable for any security breaches or unauthorized access that occur despite the Company's security measures.

16.3 Data Breach. In the event of a data breach or unauthorized access to User Data, the Company may, at its discretion, investigate the breach and notify the Account Holder as required by applicable law. However, the Company shall not be liable for any damages, losses, or costs resulting from the data breach, including costs of notification, credit monitoring, or remediation.

16.4 Incident Response. The Company is not obligated to assist the Account Holder in responding to security incidents, conducting forensic investigations, or providing remediation services related to User Data. The Account Holder is solely responsible for implementing its own incident response procedures and security measures.

16.5 No Warranty Against Breaches. The Company does not warrant that the Service will be free from security breaches, unauthorized access, or other security incidents. The Company does not represent that it can prevent or detect all security threats or malicious activities.

17. MONITORING AND ENFORCEMENT

17.1 Monitoring Rights. The Company reserves the right to monitor the Account Holder's use of the Service to ensure compliance with these Terms and Conditions and applicable laws. The Company may use automated monitoring tools, manual review, or other methods to monitor use of the Service.

17.2 Investigation. The Company may investigate any suspected violations of these Terms and Conditions and may take any action it deems necessary or appropriate, including suspending access, terminating the Account, or providing information to law enforcement authorities.

17.3 No Obligation. The Company has no obligation to monitor use of the Service or to investigate suspected violations. The Company's decision not to monitor or investigate shall not constitute a waiver of the Company's right to take action at any time.

17.4 Content Removal. The Company may remove, block, or restrict access to any User Data or Content that the Company believes violates these Terms and Conditions or applicable laws, without the Account Holder's consent or prior notice.

17.5 Law Enforcement. The Company may disclose information to law enforcement authorities if the Company believes the Account Holder or any Team Member is engaged in illegal activity or if such disclosure is required by law.

18. EXPORT COMPLIANCE

18.1 Export Control Laws. The Service and any User Data may be subject to Export Control Laws, and the Account Holder shall comply with all applicable Export Control Laws in using the Service and accessing User Data.

18.2 Restricted Countries. The Account Holder shall not use the Service if the Account Holder is located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. economic sanctions (including Cuba, Iran, North Korea, Syria, or other jurisdictions designated by the U.S. government), and shall not use the Service on behalf of any such jurisdiction or any individual or entity located in or organized under the laws of such jurisdiction.

18.3 Sanctioned Parties. The Account Holder shall not use the Service and shall not permit any Team Members to use the Service if the Account Holder or any Team Member is a party designated, identified, or listed as a sanctioned party by the U.S. Office of Foreign Assets Control, the U.S. State Department, the U.S. Commerce Department, the United Nations, the European Union, or any other governmental authority.

18.4 Prohibited End Uses. The Account Holder shall not use the Service or access User Data for any purpose prohibited by Export Control Laws, including the development, production, or use of nuclear, chemical, or biological weapons or missile technology.

18.5 Cooperation. The Account Holder shall cooperate with the Company in complying with Export Control Laws and shall provide any information requested by the Company to verify compliance with Export Control Laws.

19. REGULATORY COMPLIANCE

19.1 General Compliance. The Account Holder is responsible for ensuring that the Account Holder's use of the Service complies with all applicable federal, state, and local laws, regulations, rules, and ordinances, including laws related to data privacy, consumer protection, industry regulations, and business licensing.

19.2 Food and Beverage Regulations. The Account Holder represents and warrants that the Account Holder is operating a business in the food and beverage industry in compliance with all applicable health, safety, and licensing regulations. The Company does not verify the Account Holder's compliance with food and beverage regulations and shall not be liable for any violations of such regulations.

19.3 No Legal Advice. The Company does not provide legal, tax, financial, or accounting advice, and nothing in the Service or in these Terms and Conditions should be construed as legal, tax, financial, or accounting advice. The Account Holder should consult with professional advisors regarding the Account Holder's specific circumstances.

19.4 Regulatory Changes. The Company may modify the Service in response to regulatory changes or legal requirements. The Account Holder is responsible for monitoring regulatory changes and modifying its use of the Service as necessary to remain in compliance.

19.5 No Guaranteed Compliance. The Company does not guarantee that the Service will assist the Account Holder in complying with applicable laws or regulations, and the Account Holder is solely responsible for ensuring compliance with all applicable laws and regulations.

20. BINDING ARBITRATION AND CLASS ACTION WAIVER

20.1 Binding Arbitration. Except as provided in Section 20.4, any dispute, claim, or controversy arising out of or relating to these Terms and Conditions, the Service, User Data, or the Account shall be resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) under its Comprehensive Arbitration Rules and Procedures, rather than in any court of law.

20.2 Arbitration Procedure. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator selected in accordance with JAMS rules. The arbitrator shall apply the substantive law applicable to the dispute and shall issue a written decision setting forth the arbitrator's findings and award. The arbitrator's decision shall be final, binding, and non-appealable and may be enforced in any court of competent jurisdiction.

20.3 Arbitration Costs. Each party shall bear its own attorneys' fees and costs, and the parties shall share equally the fees and costs of the arbitrator and JAMS, unless the arbitrator awards such fees and costs to the prevailing party as permitted by applicable law or the applicable arbitration rules.

20.4 Exceptions to Arbitration. Notwithstanding Section 20.1, the following disputes shall not be subject to arbitration: (a) claims for infringement of the Company's Intellectual Property Rights; (b) claims to enforce the Company's rights under the indemnification provisions of Section 9; and (c) claims for injunctive relief to prevent irreparable harm.

20.5 Class Action Waiver. THE ACCOUNT HOLDER WAIVES ANY RIGHT TO BRING A CLASS ACTION, CLASS ARBITRATION, REPRESENTATIVE ACTION, OR COLLECTIVE ACTION AGAINST THE COMPANY OR TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, REPRESENTATIVE ACTION, OR COLLECTIVE ACTION AGAINST THE COMPANY. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

20.6 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY. THE ACCOUNT HOLDER WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING AGAINST THE COMPANY, AND THE COMPANY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING AGAINST THE ACCOUNT HOLDER.

20.7 Governing Law. The arbitration shall be governed by the substantive law of the State of Delaware, without regard to its conflict of laws principles. The Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration agreement.

21. GOVERNING LAW AND JURISDICTION

21.1 Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to its conflict of laws principles. The laws of any other jurisdiction shall not apply.

21.2 Jurisdiction. Subject to the arbitration provisions of Section 20, the parties irrevocably consent to the exclusive jurisdiction of the federal and state courts located in New Castle County, Delaware, and agree that any litigation shall be brought exclusively in such courts. The parties waive any objection to venue and any claim of inconvenient forum.

21.3 Enforcement. The Account Holder consents to the jurisdiction of the courts of the State of Delaware and the federal courts located in Delaware, and consents to service of process upon the Account Holder in accordance with the procedures established in Section 25.

22. SEVERABILITY AND WAIVER

22.1 Severability. If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitrator, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be severed and shall not affect the validity or enforceability of any other provision of these Terms and Conditions.

22.2 Waiver. No waiver of any provision or right under these Terms and Conditions shall be effective unless in writing and signed by the party against whom the waiver is sought. The failure of either party to enforce any provision of these Terms and Conditions shall not constitute a waiver of such provision or the right to enforce such provision at a later time.

23. ENTIRE AGREEMENT AND AMENDMENTS

23.1 Entire Agreement. These Terms and Conditions, together with any other policies or terms expressly incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral.

23.2 Amendments by Company. The Company may, at its discretion, modify these Terms and Conditions at any time by posting the modified Terms and Conditions on the Service or by sending notice to the Account Holder. Modifications shall become effective upon posting or upon the date specified in the notice. The Account Holder's continued use of the Service following the posting of modifications shall constitute the Account Holder's acceptance of the modified Terms and Conditions.

23.3 Amendments to Prices. The Company may increase Service Fees and other charges upon thirty (30) days' written notice to the Account Holder. If the Account Holder does not agree to the increased prices, the Account Holder may terminate the Account before the increase takes effect.

23.4 No Oral Modifications. These Terms and Conditions may be amended only by a written instrument signed by authorized representatives of both parties.

24. ELECTRONIC SIGNATURE

24.1 Electronic Acceptance. The Account Holder agrees that by creating an Account, clicking an "I Agree" button, or otherwise electronically accepting these Terms and Conditions, the Account Holder is electronically signing these Terms and Conditions and that such electronic signature is binding and has the same force and effect as a written signature.

24.2 Electronic Records. The Account Holder consents to the use of electronic records and electronic signatures to execute and deliver these Terms and Conditions and agrees that any electronic records relating to the Account shall be admissible in any proceeding or litigation to the same extent as written records.

25. NOTICES

25.1 Notice to Company. All notices, demands, and requests to the Company must be in writing and shall be delivered by: (a) hand delivery to The GrapeVine Group LLC, Legal Department, Wilmington, Delaware; (b) certified mail, return receipt requested, to The GrapeVine Group LLC, Legal Department, Wilmington, Delaware; or (c) email to legal@thegrapevine.shop.

25.2 Notice to Account Holder. The Company may provide notice to the Account Holder by: (a) posting notice on the Service; (b) sending email to the email address associated with the Account; (c) sending mail to the address associated with the Account; or (d) any other method of notice permitted by applicable law.

25.3 Effective Date of Notice. Notices shall be deemed received: (a) upon hand delivery; (b) three (3) business days after mailing; (c) upon the sending of email during business hours on a business day, or on the next business day if sent outside of business hours; or (d) when otherwise specified by applicable law.

26. ASSIGNMENT

26.1 Assignment by Account Holder. The Account Holder shall not assign, transfer, or delegate any of the Account Holder's rights or obligations under these Terms and Conditions without the Company's prior written consent. Any attempted assignment without the Company's consent shall be void.

26.2 Assignment by Company. The Company may assign, transfer, or delegate its rights and obligations under these Terms and Conditions to any successor, affiliate, or other entity at any time without the Account Holder's consent. Such assignment shall be binding upon the Account Holder, and the Account Holder shall continue to have all obligations under these Terms and Conditions with respect to the assignee.

26.3 Binding Effect. These Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

27. RELATIONSHIP OF PARTIES

27.1 Independent Contractors. The Account Holder and the Company are independent contractors, and nothing in these Terms and Conditions creates a partnership, joint venture, agency, or employment relationship between the parties.

27.2 No Authority. Neither party has the authority to act as an agent for or on behalf of the other party or to bind the other party to any obligation or commitment.

27.3 No Third-Party Beneficiaries. These Terms and Conditions are for the benefit of the parties and are not intended to confer any rights or benefits on any third party, except as expressly provided herein.

28. SURVIVAL

28.1 Surviving Provisions. The following provisions shall survive the termination or expiration of these Terms and Conditions: Sections 1 (Definitions), 5 (User Data Rights and Company Intellectual Property), 7.6 (Effect of Termination), 7.7 (Data After Termination), 8 (Limitation of Liability and Disclaimers), 9 (Indemnification), 10 (Confidentiality), 13 (Privacy and Data Processing), 14 (Intellectual Property Rights), 20 (Binding Arbitration and Class Action Waiver), 21 (Governing Law and Jurisdiction), 22 (Severability and Waiver), and any other provisions that by their nature are intended to survive termination.

29. ADDITIONAL DEFINITIONS

29.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.

29.2 "Authorized Agent" means any person or entity that an individual has designated to exercise rights on their behalf, including persons or entities authorized by power of attorney or other legal means.

29.3 "Business Day" means Monday through Friday, excluding federal holidays observed in the United States.

29.4 "Cookies" means small data files stored on a user's device that contain information about the user's interactions with the Service.

29.5 "Data Controller" means the entity that determines the purposes and means of processing Personal Information.

29.6 "Data Processor" means the entity that processes Personal Information on behalf of a Data Controller.

29.7 "Device Fingerprinting" means the collection and use of information about a Device's characteristics to identify or track the Device.

29.8 "Derivative Works" has the meaning set forth in Section 1.9.

29.9 "Disaggregate Data" means the process of combining Aggregate Data with other data to re-identify individuals or entities.

29.10 "Financial Incentive Program" means any program offered by the Company that provides financial or other incentives in exchange for the collection, use, retention, or sharing of Personal Information.

29.11 "Household" means all individuals who share a residence, including family members, roommates, and other cohabitants.

29.12 "Inference" means the derivation of new information about an individual based on the individual's characteristics, behavior, or other information.

29.13 "Legitimate Interest" means a legal basis for processing Personal Information where the Company's interest in processing outweighs the individual's interest in privacy.

29.14 "Marketing" means any activity directed toward promoting, advertising, or selling products or services.

29.15 "Opt-Out" means the election by a consumer to stop a particular use or disclosure of Personal Information.

29.16 "Precise Geolocation" means information derived from GPS, Bluetooth, cellular technology, or similar technology that identifies a person's physical location with precision sufficient to determine an individual's precise movements or location.

29.17 "Processing" means any operation performed on Personal Information, including collection, recording, organization, structuring, storage, adaptation, retrieval, use, transmission, or deletion.

29.18 "Profiling" means any form of automated processing of Personal Information intended to evaluate, analyze, or predict an individual's personal aspects, preferences, interests, or behavior.

29.19 "Retained Jurisdiction" means the ability of a state to assert jurisdiction over out-of-state entities that conduct business within the state.

29.20 "Sale" means the selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating Personal Information to another business or third party for monetary consideration.

29.21 "Sharing" means the sharing of Personal Information with third parties for cross-context behavioral advertising, even without monetary consideration.

29.22 "Sublicense" has the meaning set forth in Section 1.30.

29.23 "Targeted Advertising" means displaying advertisements to an individual based on information about the individual's behavior, interests, or characteristics.

29.24 "Tracking Technologies" means cookies, web beacons, pixels, and other technologies that collect information about a user's interactions with the Service.

29.25 "Unsubscribe" means the action taken by an individual to request removal from an email marketing list.

30. SERVICE AVAILABILITY AND SLA DISCLAIMER

30.1 No Guaranteed Uptime. The Company does not guarantee that the Service will be available at any particular time or for any particular duration. The Service may experience interruptions, outages, delays, or other performance issues at any time.

30.2 Scheduled Maintenance. The Company may perform scheduled maintenance on the Service at any time, including during business hours, without prior notice. Scheduled maintenance may cause temporary interruptions to the Service.

30.3 Emergency Maintenance. The Company may perform emergency maintenance at any time to address security vulnerabilities, system failures, or other critical issues. Emergency maintenance may occur without prior notice and may result in temporary interruptions to the Service.

30.4 No Liability for Downtime. The Company shall not be liable for any downtime, outages, interruptions, delays, or other performance issues affecting the Service, regardless of the cause or duration.

30.5 No Service Level Agreement. The Company does not provide any service level agreement, uptime guarantee, recovery time objective, recovery point objective, or any other performance guarantee in connection with the Service.

31. DATA RETENTION AND DELETION

31.1 Data Retention. The Company may retain User Data indefinitely, even after the termination of the Account. The Company has no obligation to delete, return, or destroy User Data upon termination, upon the Account Holder's request, or for any other reason, except as required by applicable law.

31.2 Deletion Upon Termination. Upon termination of the Account, the Company may immediately delete User Data, and the Account Holder shall have no right to recover, access, or retrieve User Data after termination.

31.3 Residual Data. The Company may retain residual copies of User Data in backup systems, archives, and other storage systems, and such residual data may be retained indefinitely without the Account Holder's consent.

31.4 Company Obligations. The Company has no obligation to verify whether User Data has been deleted, to prevent the use of residual data, or to disable access to archived data.

31.5 Account Holder Responsibility. The Account Holder is solely responsible for maintaining backup copies of User Data and for implementing data retention and deletion policies that comply with applicable laws.

32. SANCTIONS AND ANTI-CORRUPTION

32.1 Sanctions Compliance. The Account Holder shall not violate, and shall ensure that Team Members do not violate, any sanctions laws, regulations, or executive orders administered by the U.S. Office of Foreign Assets Control, the U.S. State Department, the U.S. Treasury Department, the U.S. Commerce Department, the United Nations, the European Union, or any other governmental authority.

32.2 FCPA Compliance. The Account Holder shall comply with the Foreign Corrupt Practices Act and all other anti-corruption laws applicable to the Account Holder's jurisdiction, and shall ensure that Team Members comply with such laws.

32.3 Prohibited Activities. The Account Holder shall not use the Service to: (a) facilitate, finance, or support any activities prohibited by sanctions laws; (b) make any payments to or receive payments from any sanctioned party; (c) engage in any transaction with any sanctioned jurisdiction; or (d) engage in any form of bribery, corruption, or improper payments.

32.4 Verification. The Account Holder shall verify that the Account Holder and all Team Members are not designated, identified, or listed as sanctioned parties, and shall immediately notify the Company if the Account Holder or any Team Member becomes a sanctioned party.

33. ACKNOWLEDGMENTS AND STIPULATIONS

33.1 Acknowledgments. The Account Holder acknowledges and agrees that: (a) the Account Holder has read these Terms and Conditions in their entirety and understands them; (b) the Account Holder is bound by these Terms and Conditions; (c) the Service is provided on an "as-is" and "as-available" basis without warranties; (d) the Company retains all rights to User Data; (e) the Company is not liable for any losses, damages, or other issues related to the Service; and (f) the Account Holder is solely responsible for its use of the Service and compliance with applicable laws.

33.2 Stipulations. For purposes of these Terms and Conditions, the parties stipulate and agree that: (a) the arbitration agreement in Section 20 is valid, enforceable, and binding; (b) the liability limitations in Section 8 are valid, enforceable, and binding; (c) the data rights provisions in Section 5 are valid, enforceable, and binding; (d) the indemnification provisions in Section 9 are valid, enforceable, and binding; and (e) all other provisions of these Terms and Conditions are valid, enforceable, and binding.

34. CALIFORNIA PRIVACY RIGHTS (CCPA/CPRA)

34.1 Scope. This Section 34 applies to the Account Holder and any individuals whose Personal Information is collected in connection with the Account Holder's use of the Service, to the extent that such individuals are California residents as defined by the California Consumer Privacy Act and the California Privacy Rights Act (collectively, "CCPA").

34.2 Categories of Personal Information. In accordance with the CCPA, the Company collects, uses, and discloses the following categories of Personal Information in connection with the Service: (a) identifiers, including name, address, email address, phone number, and online identifiers; (b) commercial information, including transaction history, purchasing behavior, and billing information; (c) internet activity, including Service usage data, access logs, and device information; (d) general geolocation data, limited to city, state, region, and zip code level (the Company does not collect precise geolocation data); (e) professional information, including job title, business affiliation, and professional qualifications; and (f) inferences, including predictions about preferences, interests, and behavior. The Company does not collect biometric information, health information, education information, or precise geolocation data through the Service.

34.3 Sources of Personal Information. The Company collects Personal Information from the following sources: (a) directly from individuals through account registration and account use; (b) from the Account Holder through submission of User Data; (c) from third-party service providers, including payment processors and analytics providers; (d) from tracking technologies, including cookies and web beacons; (e) from publicly available sources; and (f) from other sources as the Account Holder or individuals provide information to the Company.

34.4 Purpose of Collection. The Company collects and uses Personal Information for the following purposes: (a) providing, operating, and improving the Service; (b) billing and payment processing; (c) customer service and support; (d) analytics and usage monitoring; (e) marketing and advertising; (f) research and product development; (g) machine learning and artificial intelligence development; (h) fraud detection and prevention; (i) compliance with legal and regulatory requirements; (j) enforcement of these Terms and Conditions; (k) creating Derivative Works and Aggregate Data; (l) selling or sharing Personal Information with third parties; and (m) any other purpose disclosed to the individual or as required by law.

34.5 Sale and Sharing of Personal Information. The Company sells and shares Personal Information as defined by the CCPA, subject to the exclusions set forth in Section 5.11. Specifically, the Company sells or shares the following categories of Personal Information: (a) identifiers; (b) commercial information; (c) internet activity; (d) general geolocation data (city, state, region, and zip code level only); (e) professional information; and (f) inferences. The Company does not sell or share health information, precise geolocation data, biometric information, or Payment Information. Personal Information is sold or shared for the following purposes: (a) product development and improvement; (b) analytics; (c) marketing; (d) research; (e) machine learning and AI training; (f) targeted advertising; and (g) commercial purposes. The Account Holder may opt out of the sale or sharing of Personal Information through the Account settings page as provided in Section 34.6.

34.6 Do Not Sell or Share My Personal Information. California residents have the right to direct the Company not to sell or share their Personal Information. To submit a request not to sell or share Personal Information, individuals may click the "Do Not Sell or Share My Personal Information" link on the Company's website, submit a request through the Account settings, or contact the Company using the contact information in Section 25. The Company shall honor such requests in accordance with CCPA requirements, provided that the Company may continue to use Personal Information as permitted under CCPA exceptions, including for the operation of the Service and with the individual's consent.

34.7 Right to Know. California residents have the right to request that the Company disclose the categories and specific pieces of Personal Information collected, the source of such information, the purposes for collection, and the categories of third parties with whom such information is shared. To submit a request to know, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to know in accordance with CCPA requirements.

34.8 Right to Delete. California residents have the right to request that the Company delete Personal Information collected from or about them, subject to certain exceptions under CCPA. To submit a request to delete, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to delete in accordance with CCPA requirements, provided that the Company may retain Personal Information as permitted under CCPA exceptions, including for maintaining records and complying with legal obligations.

34.9 Right to Correct. California residents have the right to request that the Company correct inaccurate Personal Information. To submit a request to correct, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to correct in accordance with CCPA requirements.

34.10 Right to Opt-Out of Targeted Advertising. California residents have the right to opt out of targeted advertising. To opt out of targeted advertising, individuals may click the "Limit the Use of My Sensitive Personal Information" link on the Company's website, submit a request through the Account settings, or contact the Company using the contact information in Section 25.

34.11 Right to Non-Discrimination. California residents have the right not to receive discriminatory treatment for exercising CCPA rights. The Company shall not discriminate against individuals who exercise CCPA rights by denying goods or services, charging different prices, providing different quality of service, or imposing penalties.

34.12 Sensitive Personal Information. The Company does not intentionally collect or process the following categories of Sensitive Personal Information through the Service: health information, precise geolocation data, biometric information, genetic data, or information concerning sex life or sexual orientation. The Company may process the following categories of Sensitive Personal Information to the extent voluntarily provided by individuals: (a) social security numbers, for identity verification and fraud prevention; (b) racial or ethnic origin, if self-reported by individuals and submitted to the Service; (c) religious beliefs, if self-reported by individuals and submitted to the Service; and (d) union membership, if provided by individuals. The Company collects only general geolocation data (city, state, region, and zip code level) and limits use of Sensitive Personal Information to purposes authorized by CCPA, including providing services, fraud prevention, security, and compliance with legal obligations.

34.13 Limit Use of Sensitive Personal Information. California residents have the right to limit the Company's use of Sensitive Personal Information to uses necessary to provide the Service or as otherwise permitted by CCPA. To limit use of Sensitive Personal Information, individuals may click the "Limit the Use of My Sensitive Personal Information" link on the Company's website or contact the Company using the contact information in Section 25.

34.14 Financial Incentive Programs. The Company may offer Financial Incentive Programs that provide discounts, rebates, or other benefits in exchange for the collection, use, retention, or sharing of Personal Information. Participation in any Financial Incentive Program is entirely voluntary and requires opt-in consent. The Company shall disclose the material terms of any Financial Incentive Program, including the nature of the incentive, the value of the incentive, and how the program operates. The Account Holder acknowledges that Financial Incentive Programs may result in the collection or sharing of more Personal Information than would otherwise be collected.

34.15 Data Retention for CCPA. The Company retains Personal Information collected from California residents for the duration of the Account and indefinitely thereafter, unless the individual exercises a deletion right under CCPA. The Company may retain Personal Information as permitted under CCPA exceptions, including for maintaining records, complying with legal obligations, and as otherwise permitted by law.

34.16 Authorized Agents. California residents may authorize an agent to submit requests on their behalf. Authorized agents must provide evidence of authorization, such as a power of attorney, and must meet verification requirements established by the Company. The Company shall respond to requests submitted by authorized agents in accordance with CCPA requirements.

34.17 Verification of Requests. The Company shall verify the identity of individuals submitting requests in accordance with CCPA requirements. The Company may request additional information to verify identity, including government-issued identification and signed declarations.

34.18 Response to Requests. The Company shall respond to requests to know, delete, and correct within forty-five (45) days of receipt of a verified request. The Company may extend the response period by an additional forty-five (45) days if necessary and shall notify the individual of the extension and reason for the extension.

34.19 Exemptions. The Company is not required to honor requests to know, delete, or correct to the extent that honoring such requests would prevent the Company from complying with legal obligations, prevent fraud detection, allow for security testing, or prevent other harms.

34.20 Consumer Notices. The Company shall provide privacy notices to California residents in accordance with CCPA requirements, including at the time of collection or at the Company's website, disclosing the categories of Personal Information collected, the purposes for collection, and the rights of California residents.

35. TEXAS PRIVACY RIGHTS (TDPSA)

35.1 Scope. This Section 35 applies to the Account Holder and any individuals whose Personal Information is collected in connection with the Account Holder's use of the Service, to the extent that such individuals are Texas residents and the Company is a for-profit entity doing business in Texas, as defined by the Texas Data Privacy and Security Act.

35.2 Consumer Rights. Texas residents have the following rights with respect to their Personal Information: (a) the right to access Personal Information collected by the Company; (b) the right to request correction of inaccurate Personal Information; (c) the right to request deletion of Personal Information, subject to certain exceptions; (d) the right to obtain a portable copy of Personal Information in a commonly used electronic format; and (e) the right to opt out of the sale of Personal Information, targeted advertising, profiling, and automated decision-making that has legal effects.

35.3 Right to Access. Texas residents have the right to request that the Company confirm whether Personal Information about them is being collected and to request access to such Personal Information. To submit a request to access, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to access in accordance with TDPSA requirements.

35.4 Right to Correction. Texas residents have the right to request that the Company correct inaccurate Personal Information. To submit a request to correct, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to correct in accordance with TDPSA requirements.

35.5 Right to Deletion. Texas residents have the right to request that the Company delete Personal Information collected from them, subject to certain exceptions under TDPSA. To submit a request to delete, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to delete in accordance with TDPSA requirements, provided that the Company may retain Personal Information as permitted under TDPSA exceptions, including for maintaining records and complying with legal obligations.

35.6 Right to Portability. Texas residents have the right to obtain a portable copy of Personal Information that the individual has provided to the Company, in a commonly used electronic format. To submit a request for portability, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall provide a portable copy within forty-five (45) days of receipt of a verified request.

35.7 Right to Opt Out. Texas residents have the right to opt out of: (a) the sale of Personal Information; (b) the sharing of Personal Information for targeted advertising; (c) profiling in furtherance of automated decision-making; and (d) automated decision-making that has legal effects. To opt out, individuals may click the "Opt Out" button on the Company's website, submit a request through the Account settings, or contact the Company using the contact information in Section 25. The Company shall honor such opt-out requests within forty-five (45) days of receipt.

35.8 Universal Opt-Out Mechanisms. The Company honors universal opt-out preference signals, including Global Privacy Control and other standardized opt-out signals, if the individual has enabled such signals on their Device.

35.9 Verification of Requests. The Company shall verify the identity of individuals submitting requests in accordance with TDPSA requirements. The Company may request additional information to verify identity, including government-issued identification and signed declarations.

35.10 Response to Requests. The Company shall respond to requests for access, correction, deletion, and portability within forty-five (45) days of receipt of a verified request. The Company may extend the response period by an additional forty-five (45) days if necessary and shall notify the individual of the extension and reason for the extension.

35.11 Controller Acknowledgment. The Company acknowledges that it acts as a data controller with respect to Personal Information collected from Texas residents and shall comply with the TDPSA obligations of data controllers, including data minimization, security, data breach notification, and transparency.

35.12 Data Protection Assessments. The Company conducts data protection assessments to identify risks to Personal Information and shall remedy identified risks and document such assessments upon request.

35.13 Exemptions. The Company is not required to honor requests to access, correct, delete, or provide portability to the extent that honoring such requests would prevent the Company from complying with legal obligations, prevent fraud detection, allow for security testing, or prevent other harms.

36. FLORIDA PRIVACY RIGHTS (FDBR)

36.1 Scope. This Section 36 applies to the Account Holder and any individuals whose Personal Information is collected in connection with the Account Holder's use of the Service, to the extent that such individuals are Florida residents, as defined by the Florida Digital Bill of Rights.

36.2 Consumer Rights. Florida residents have the following rights with respect to their Personal Information: (a) the right to access Personal Information collected by the Company; (b) the right to delete Personal Information, subject to certain exceptions; (c) the right to correct inaccurate Personal Information; (d) the right to obtain a portable copy of Personal Information; and (e) the right to opt out of the sale or sharing of Personal Information, targeted advertising, profiling, and automated decision-making.

36.3 Right to Access. Florida residents have the right to request that the Company confirm whether Personal Information about them is being collected and to request access to such Personal Information. To submit a request to access, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to access in accordance with FDBR requirements.

36.4 Right to Delete. Florida residents have the right to request that the Company delete Personal Information collected from them, subject to certain exceptions under FDBR. To submit a request to delete, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to delete in accordance with FDBR requirements, provided that the Company may retain Personal Information as permitted under FDBR exceptions, including for maintaining records and complying with legal obligations.

36.5 Right to Correct. Florida residents have the right to request that the Company correct inaccurate or incomplete Personal Information. To submit a request to correct, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to correct in accordance with FDBR requirements.

36.6 Right to Portability. Florida residents have the right to obtain a portable copy of Personal Information that the individual has provided to the Company, in a commonly used electronic format. To submit a request for portability, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall provide a portable copy within forty-five (45) days of receipt of a verified request.

36.7 Right to Opt Out. Florida residents have the right to opt out of: (a) the sale or sharing of Personal Information; (b) the use of Personal Information for targeted advertising; (c) profiling in furtherance of automated decision-making; and (d) automated decision-making that has legal effects or significantly affects the individual. To opt out, individuals may click the "Opt Out" button on the Company's website, submit a request through the Account settings, or contact the Company using the contact information in Section 25. The Company shall honor such opt-out requests within thirty (30) days of receipt.

36.8 Control Over Personal Information. Florida residents have the right to control the collection and use of Personal Information, and the Company shall provide individuals with meaningful choices regarding the collection and use of Personal Information. The Company shall not condition the provision of services on the individual waiving FDBR rights.

36.9 Children's Data. The Company does not knowingly collect Personal Information from children under the age of thirteen (13), and the Company shall not sell or share Personal Information of children under thirteen without verifiable parental consent. For minors aged thirteen (13) to seventeen (17), the Company shall obtain opt-in consent before the sale or sharing of Personal Information, or the use of Personal Information for targeted advertising or profiling.

36.10 Surveillance. The Company acknowledges that surveillance technologies, including tracking technologies and analytics, may be used in connection with the Service. The Company shall provide notice to individuals of the use of such surveillance technologies and shall comply with all applicable requirements regarding the use of surveillance technologies.

36.11 Profiling. The Company uses profiling in furtherance of automated decision-making. The Company shall provide notice to individuals of profiling and shall allow individuals to opt out of profiling. The Company shall explain the logic and significance of automated decision-making and shall correct inaccurate decisions.

36.12 Automated Decision-Making. The Company uses automated decision-making in connection with the Service, including for fraud detection, analytics, and recommendations. Automated decision-making may have legal effects or significantly affect individuals. The Company shall provide notice of automated decision-making and shall allow individuals to opt out and to request human review of automated decisions.

36.13 Government Entity Data. To the extent that the Company collects Personal Information from government employees or in connection with government services, the Company shall comply with all applicable state and federal laws regarding the collection and use of government entity data.

36.14 Verification of Requests. The Company shall verify the identity of individuals submitting requests in accordance with FDBR requirements. The Company may request additional information to verify identity.

36.15 Response to Requests. The Company shall respond to requests for access, deletion, correction, and portability within forty-five (45) days of receipt of a verified request. The Company may extend the response period by an additional forty-five (45) days if necessary.

36.16 Controller Obligations. The Company acknowledges that it acts as a data controller with respect to Personal Information collected from Florida residents and shall comply with data controller obligations, including data minimization, security, transparency, and accountability.

36.17 Exemptions. The Company is not required to honor requests to access, delete, correct, or provide portability to the extent that honoring such requests would prevent the Company from complying with legal obligations, prevent fraud detection, or prevent other harms.

37. HAWAII PRIVACY RIGHTS (ACT 135 / SB 974)

37.1 Scope. This Section 37 applies to the Account Holder and any individuals whose Personal Information is collected in connection with the Account Holder's use of the Service, to the extent that such individuals are Hawaii residents as defined by Hawaii Act 135 (SB 974), the Hawaii Consumer Data Protection Act.

37.2 Consumer Rights. Hawaii residents have the following rights with respect to their Personal Information: (a) the right to confirm whether the Company is processing their Personal Information and to access such Personal Information; (b) the right to request correction of inaccurate Personal Information; (c) the right to request deletion of Personal Information provided by or obtained about them; (d) the right to obtain a copy of their Personal Information in a portable and readily usable format, to the extent technically feasible; and (e) the right to opt out of the processing of Personal Information for the purposes of targeted advertising, the sale of Personal Information, or profiling in furtherance of decisions that produce legal or similarly significant effects concerning the consumer.

37.3 Right to Access. Hawaii residents have the right to confirm whether the Company is processing Personal Information about them and to request access to such Personal Information, including the categories of Personal Information processed, the purposes for processing, the categories of Personal Information shared with third parties, and the categories of third parties with whom Personal Information has been shared. To submit a request to access, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to requests to access within forty-five (45) days of receipt of an authenticated request.

37.4 Right to Correction. Hawaii residents have the right to request that the Company correct inaccurate Personal Information, taking into account the nature of the Personal Information and the purposes of processing. To submit a request to correct, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to correction requests within forty-five (45) days of receipt of an authenticated request.

37.5 Right to Deletion. Hawaii residents have the right to request that the Company delete Personal Information provided by or obtained about the consumer, subject to certain exceptions. To submit a request to delete, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall respond to deletion requests within forty-five (45) days of receipt of an authenticated request, provided that the Company may retain Personal Information as permitted under applicable exceptions, including for completing transactions, providing goods or services requested by the consumer, performing a contract, protecting against malicious or fraudulent activity, complying with legal obligations, and conducting internal operations that are reasonably aligned with the expectations of the consumer.

37.6 Right to Data Portability. Hawaii residents have the right to obtain a copy of their Personal Information in a portable and, to the extent technically feasible, readily usable format that allows the consumer to transmit the data to another controller without hindrance. To submit a portability request, individuals may submit a request through the Account settings or contact the Company using the contact information in Section 25. The Company shall provide a portable copy within forty-five (45) days of receipt of an authenticated request.

37.7 Right to Opt Out. Hawaii residents have the right to opt out of the processing of their Personal Information for the following purposes: (a) targeted advertising; (b) the sale of Personal Information; and (c) profiling in furtherance of solely automated decisions that produce legal or similarly significant effects concerning the consumer. To opt out, individuals may click the opt-out mechanism on the Company's website, submit a request through the Account settings, or contact the Company using the contact information in Section 25. The Company shall cease processing for the specified purposes within forty-five (45) days of receipt of a valid opt-out request.

37.8 Universal Opt-Out Mechanisms. The Company shall recognize and honor universal opt-out preference signals, including but not limited to the Global Privacy Control signal, transmitted by Hawaii residents through their web browsers or other consumer-facing technologies, as a valid opt-out request for the sale of Personal Information and targeted advertising, to the extent required by Act 135.

37.9 Consent for Sensitive Data. The Company shall not process the following categories of sensitive data concerning Hawaii residents without first obtaining the consumer's consent: (a) Personal Information revealing racial or ethnic origin, religious beliefs, mental or physical health diagnosis, sexual orientation, or citizenship or immigration status; (b) genetic or biometric data processed for the purpose of uniquely identifying the consumer; (c) Personal Information collected from a known child; and (d) precise geolocation data. The Company shall provide a clear and conspicuous mechanism for consumers to revoke consent, and upon revocation, the Company shall cease processing as soon as practicable but no later than fifteen (15) days after receipt of the revocation request.

37.10 Children's Data. The Company shall not process the Personal Information of consumers known to be under the age of thirteen (13) without obtaining verifiable parental consent in compliance with the Children's Online Privacy Protection Act (COPPA) and Act 135. For consumers between the ages of thirteen (13) and seventeen (17), the Company shall not process Personal Information for targeted advertising, sale, or profiling without obtaining the consumer's opt-in consent.

37.11 Data Protection Assessments. The Company shall conduct and document data protection assessments for processing activities that present a heightened risk of harm to consumers, including but not limited to: (a) targeted advertising; (b) the sale of Personal Information; (c) processing Personal Information for the purposes of profiling where there is a reasonably foreseeable risk of unfair or deceptive treatment, financial injury, physical injury, or intrusion upon seclusion; and (d) processing sensitive data. Such assessments shall identify and weigh the benefits of the processing against the potential risks to the rights of the consumer, and the Company shall maintain records of such assessments.

37.12 Controller Obligations. The Company, acting as a controller with respect to Personal Information collected from Hawaii residents, shall: (a) limit the collection of Personal Information to what is adequate, relevant, and reasonably necessary in relation to the purposes for which such data is processed, as disclosed to the consumer; (b) not process Personal Information for purposes that are neither reasonably necessary to nor compatible with the disclosed purposes, unless the Company obtains the consumer's consent; (c) establish, implement, and maintain reasonable administrative, technical, and physical data security practices to protect the confidentiality, integrity, and accessibility of Personal Information; (d) not process Personal Information in violation of state or federal laws that prohibit unlawful discrimination against consumers; and (e) provide an effective mechanism for a consumer to revoke consent that is at least as easy as the mechanism by which the consumer provided consent.

37.13 Processor Obligations. To the extent that the Company engages data processors to process Personal Information of Hawaii residents on behalf of the Company, the Company shall enter into contracts with such processors that: (a) clearly set forth the instructions for processing, the nature and purpose of processing, the type of data subject to processing, and the duration of processing; (b) require the processor to ensure that each person processing Personal Information is subject to a duty of confidentiality; (c) require the processor to delete or return all Personal Information at the Company's direction; (d) require the processor to make available to the Company all information necessary to demonstrate compliance with obligations; and (e) require the processor to allow and cooperate with reasonable assessments by the Company.

37.14 Prohibition on Discrimination. The Company shall not discriminate against a Hawaii resident consumer for exercising any of the consumer rights provided under Act 135, including by denying goods or services, charging different prices or rates, providing a different level or quality of goods or services, or suggesting that the consumer will receive a different price or rate or a different level or quality of goods or services.

37.15 Appeal Process. If the Company declines to take action regarding a Hawaii resident's request, the Company shall inform the consumer without undue delay, but no later than forty-five (45) days of receipt of the request, of the justification for declining to take action and instructions for how the consumer may appeal the decision. The Company shall establish and maintain an internal appeals process under which a consumer may appeal the Company's refusal to take action. The Company shall respond to an appeal within sixty (60) days of receipt of the appeal.

37.16 Verification of Requests. The Company shall establish and maintain a process for authenticating consumer requests that is reasonably designed to verify the identity of the consumer making the request. The Company may request additional information to verify identity, including government-issued identification. The Company shall not require the consumer to create a new account to submit a request.

37.17 Response Timeframes. The Company shall respond to consumer requests within forty-five (45) days of receipt of an authenticated request. The Company may extend the response period by an additional forty-five (45) days when reasonably necessary, taking into account the complexity and number of requests, provided that the Company informs the consumer of the extension within the initial forty-five (45) day period, together with the reason for the extension.

37.18 Exemptions. The Company is not required to comply with a consumer request to the extent that compliance would require the Company to: (a) reidentify or otherwise link information that is not maintained in a manner that would be considered Personal Information; (b) violate federal or state law or a court order; (c) investigate, exercise, or defend legal claims; (d) prevent, detect, protect against, or respond to security incidents, identity theft, fraud, harassment, malicious or deceptive activity, or illegal activity; or (e) preserve the integrity or security of systems or investigate, report, or prosecute those responsible for actions that compromise the integrity or security of systems.

38. ADDITIONAL STATE AND FEDERAL PRIVACY COMPLIANCE

38.1 Applicability. This Section 38 applies to the extent that the Company is subject to privacy laws in other jurisdictions where the Account Holder or individuals whose information is collected are located, and to the extent that such laws provide rights or protections that are not addressed in Sections 34, 35, 36, or 37.

38.2 Notice at Collection. The Company shall provide notice to individuals at the time of collection of Personal Information, disclosing the purposes for collection, the categories of information collected, and the rights available to individuals.

38.3 Security. The Company shall maintain reasonable security measures to protect Personal Information from unauthorized access, alteration, or destruction. However, the Company does not guarantee absolute security and shall not be liable for any security breaches.

38.4 Data Breach Notification. In the event of a data breach affecting Personal Information, the Company shall notify affected individuals and regulatory authorities as required by applicable law, without unreasonable delay.

38.5 Data Retention. The Company shall retain Personal Information only as long as necessary to fulfill the purposes for which it was collected, except as required by law or as permitted under these Terms and Conditions.

38.6 Third-Party Sharing. The Company may share Personal Information with Third-Party Services and other third parties as described in Section 5 and Section 13. The Company shall ensure that third parties comply with applicable privacy laws.

38.7 Parental Consent. For minors whose Personal Information is collected, the Company shall comply with all applicable laws regarding parental consent and notification.

38.8 Do Not Track. The Company shall comply with any "do not track" signals or preferences transmitted by individuals' Devices, to the extent such signals or preferences are standard and recognizable.

39. AI AND AUTOMATED PROCESSING DISCLOSURE

39.1 Use of AI and Machine Learning. The Company uses artificial intelligence and machine learning technologies in connection with the Service and in the analysis and processing of User Data. These technologies may be used for: (a) analyzing inventory and sales data; (b) predicting trends and future demand; (c) recommending menu items or pricing; (d) detecting fraud or anomalies; (e) optimizing the Service; (f) training AI models; and (g) other purposes.

39.2 Automated Decision-Making. The Company uses automated decision-making systems that may make decisions affecting the Account Holder or Team Members, including recommendations, alerts, and restrictions on access or functionality. These systems are based on User Data and other information and may use machine learning or AI algorithms.

39.3 Human Review. Certain automated decisions may be subject to human review by Company personnel, but the Company does not guarantee human review of all automated decisions. Automated decisions are not subject to human review unless required by applicable law.

39.4 Transparency. The Company shall provide notice to the Account Holder of the use of AI, machine learning, and automated decision-making, as required by applicable law. However, the Company does not disclose the specific algorithms, training data, or technical details of AI and machine learning models.

39.5 Limitations. Automated decision-making systems may make errors or produce inaccurate results. The Company is not liable for any errors or inaccuracies in automated decision-making, and the Account Holder is responsible for verifying the accuracy of automated decision-making results.

39.6 Algorithmic Bias. The Company acknowledges that AI and machine learning models may reflect biases present in training data or may produce results that have disparate impacts on different groups. The Company is not liable for any discriminatory or biased outcomes resulting from automated decision-making.

39.7 Model Development. The Company may use User Data to develop, train, and improve AI and machine learning models. The Company may use such models in connection with the Service or may license or sell such models to third parties.

39.8 Third-Party AI Providers. The Company engages third-party AI providers to execute certain AI workloads. User Data, including invoice images, OCR-extracted text, POS report contents, menu photographs, and user-submitted analytics queries, may be transmitted to and processed by the following providers in accordance with their own terms:

(a) OpenAI, Inc. — OCR extraction, menu analysis, and natural-language analytics.
(b) Anthropic, PBC — supplementary analytics, inventory matching, and catalog enrichment.
(c) Alphabet Inc. (Google Cloud) — product catalog image generation, separate from Business Information.

The Company's contracts with these providers prohibit them from using User Data to train their own foundation models. This restriction does not limit the Company's own use of User Data under Sections 5 and 39.7.

39.9 Data Categories Sent to AI Providers. The following categories of User Data may be transmitted to AI providers: Business Information such as invoice and POS file contents, inventory item names and descriptions, menu text, recipe information, and user-typed natural-language queries. The following are NOT sent to AI providers: Payment Information, account passwords, MFA secrets, Stripe customer identifiers, and Team Member Personal Information unrelated to the business task at hand.

39.10 Right to Human Review. Notwithstanding Section 39.3, the Account Holder may request human review of any automated decision made by the Service that produces legal or similarly significant effects on the Account Holder. Requests should be submitted to privacy@thegrapevine.shop.

40. FOOD AND BEVERAGE INDUSTRY SPECIFIC PROVISIONS

40.1 Inventory Data. The Service is designed to help food and beverage businesses manage inventory, including tracking of ingredients, beverages, and finished goods. The Account Holder is responsible for ensuring that the Account Holder's use of the Service complies with all applicable health, safety, and food handling regulations.

40.2 Health and Safety Compliance. The Company does not verify the Account Holder's compliance with health and safety regulations, and the Company is not responsible for ensuring that the Account Holder's use of the Service results in compliance with health and safety regulations. The Account Holder is solely responsible for maintaining compliance with all applicable health and safety regulations.

40.3 Food Recalls. The Service may not include features related to food recalls or food safety alerts. The Account Holder is responsible for monitoring health department notifications and food recall information from reliable sources and for implementing recall procedures independently.

40.4 Supplier Information. The Account Holder may store supplier information, including names, addresses, and contact information, in the Service. The Company may use such supplier information in accordance with Section 5. The Account Holder is responsible for ensuring that the storage of supplier information complies with applicable laws.

40.5 Menu Management. The Service may include tools for managing menus, including pricing, descriptions, and ingredient information. The Company is not responsible for ensuring the accuracy of menu information or for compliance with menu labeling laws and regulations.

40.6 Point-of-Sale Integration. The Service may integrate with point-of-sale systems. The Company is not responsible for the operation, security, or reliability of any point-of-sale systems or for the accuracy of sales data obtained from point-of-sale systems.

40.7 Accounting Integration. The Service may integrate with accounting software. The Company is not responsible for the operation or reliability of accounting software or for the accuracy of accounting data obtained from accounting software.

40.8 Regulatory Reporting. The Service may provide tools for generating reports that could be used in connection with regulatory compliance. However, the Company is not responsible for ensuring that such reports comply with regulatory requirements or for the accuracy of such reports. The Account Holder is responsible for verifying the accuracy of all reports and for complying with all regulatory reporting requirements.

41. TEAM MEMBER AND MULTI-USER ACCESS PROVISIONS

41.1 Team Member Acceptance. By adding Team Members to the Account, the Account Holder represents and warrants that each Team Member has agreed to accept these Terms and Conditions, including all provisions related to data usage, intellectual property rights, and arbitration.

41.2 Team Member Liability. The Account Holder is responsible for all actions, conduct, and use of the Service by Team Members. The Company shall not be liable for any use of the Service by Team Members that violates these Terms and Conditions or applicable laws.

41.3 Team Member Access Control. The Account Holder is responsible for managing access to the Account, including adding and removing Team Members, setting permission levels, and restricting access to specific features or data. The Account Holder shall implement access controls appropriate to its business needs and shall maintain a current list of authorized Team Members.

41.4 Personal Information of Team Members. The Account Holder may store Personal Information of Team Members, including names, email addresses, job titles, and other information, in the Service. The Company may use such information in accordance with Section 5 and Section 13.

41.5 Team Member Rights. Team Members have the same privacy rights as individuals whose information is collected by the Company. Team Members may submit requests to access, correct, delete, or obtain portable copies of their Personal Information. However, the Company will provide such information to the Account Holder as the data controller, and the Account Holder is responsible for providing such information to Team Members.

41.6 Unauthorized Team Members. The Account Holder shall not grant access to the Account to any individual who has not agreed to accept these Terms and Conditions or who is not authorized by the Account Holder. The Account Holder is solely responsible for ensuring that only authorized Team Members have access to the Account.

41.7 Team Member Data. All data created or used by Team Members in connection with the Account is User Data and is the property of the Company. Team Members do not retain any ownership interest in data they create or use through the Service.

41.8 Removal of Team Members. The Account Holder may remove Team Members from the Account at any time by removing their access credentials. Upon removal, Team Members shall lose access to the Account and all User Data.

41.9 Team Member Training. The Account Holder is responsible for training Team Members on the appropriate use of the Service and on compliance with these Terms and Conditions and applicable laws.

41.10 Joint and Several Liability. The Account Holder and all Team Members are jointly and severally liable for all obligations, violations, and breaches of these Terms and Conditions. The Company may pursue any remedy against the Account Holder, any Team Member, or both jointly and severally.

---

BY CREATING AN ACCOUNT OR USING THE GRAPEVINE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS.

The GrapeVine Group LLC
Legal Department
Wilmington, Delaware
United States

Email: legal@thegrapevine.shop
Support: support@thegrapevine.shop

Last Updated: May 4, 2026
Version: 1.1