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Retail Terms

LiquorSplit Service Terms

  1. Applicability.
    1. These terms and conditions for services (these “Terms“) are the only terms that govern the provision of services by From A 2 B, LLC d/b/a LiquorSplit, a Florida limited liability company with offices located at 1172 S Dixie Hwy, Coral Gables, FL 33146 (“LiquorSplit“) to any alcohol retailer who has entered into a LiquorSplit Service Agreement Order Form (the retailer being the “Customer” and the order form being an “Order Form”).
    2. The accompanying Order Form and these Terms (collectively, this “Agreement“) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Form, these Terms shall govern, unless the Order Form expressly states that the terms and conditions of the Order Form amend these Terms.
    3. The Agreement prevails over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend the Agreement.
  2. Definitions.
    1. “Aggregated Statistics” means data and information related to Customer’s and any end user’s use of the Services that is used by LiquorSplit in an aggregate and/or anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services or market research analysis.
    2. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use certain Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to such Services has been purchased hereunder.
    3. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services. 
    4. “Documentation” means LiquorSplit’s end user documentation relating to the Services available at www.liquorsplit.com.
    5. “LiquorSplit IP” means the Services, the Documentation, and any and all intellectual property owned by LiquorSplit, including as provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, LiquorSplit IP includes Aggregated Statistics and any information, data, or other content derived from LiquorSplit’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
    6. “LiquorSplit Platform” is defined in Section 3(a).
    7. “Services” means the services described in the Order Form. 
    8. “Third-Party Products” means any third-party products described in the Order Form or that areprovided with or incorporated into the Services.
  3. Services.
    1. Services. The Services are primarily provided through access to LiquorSplit’s software systems on a software-as-a-service basis (through the “LiquorSplit Platform 
    2. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, LiquorSplit hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13(f)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. LiquorSplit shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. 
    3. Documentation License. Subject to the terms and conditions contained in this Agreement, LiquorSplit hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13(f)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
    4. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    5. Reservation of Rights. LiquorSplit reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the LiquorSplit IP.
    6. Suspension. Notwithstanding anything to the contrary in this Agreement, LiquorSplit may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) LiquorSplit reasonably determines that (A) there is a threat or attack on any of the LiquorSplit IP; (B) Customer’s or any Authorized User’s use of the LiquorSplit IP disrupts or poses a security risk to the LiquorSplit IP or to any other customer or vendor of LiquorSplit; (C) Customer, or any Authorized User, is using the LiquorSplit IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) LiquorSplit’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of LiquorSplit has suspended or terminated LiquorSplit’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 6(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). LiquorSplit shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. LiquorSplit shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. LiquorSplit will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. 
    7. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, LiquorSplit may monitor Customer’s use of the Services, monitor transactions and collect and compile Aggregated Statistics. As between LiquorSplit and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by LiquorSplit. Customer acknowledges that LiquorSplit may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that LiquorSplit may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information. 
  4. Customer Responsibilities.
    1. Communication. Customer must provide inventory and pricing as requested by LiquorSplit or it will impact the performance and quality of Services. If Customer fails to respond to provide timely and accurate, inventory, or pricing, LiquorSplit reserves the right to make decisions on behalf of the store for advertisements, social media posts, email content, and all other included Services, without utilizing specific product or price listings, in order to uphold a regular marketing schedule. The Services rely on accurate information, and failure to provide accurate and timely updates to LiquorSplit impacts the performance of Customer’s sales, the quality and reliability of the Services, the effectiveness of 3rd party marketing, customer satisfaction, and the goodwill LiquorSplit has fostered with customers. LiquorSplit will monitor Customer’s stores using a grading system and will conduct regular reviews of Customer’s account. Customer agrees to meet with LiquorSplit representatives about Customer’s account performance upon notice from LiquorSplit.
    2. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
    3. Third-Party Products. LiquorSplit may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. 
  5. Additional Requirements.
    1. Customer License. Customer is the holder of a valid alcohol license and is authorized to sell and deliver alcohol. Customer shall immediately provide notice to LiquorSplit if such license is revoked, suspended or subject to any government action.
    2. Marketing Agent. Customer hereby appoints LiquorSplit as its advertising and marketing agent for third-party delivery services. LiquorSplit will provide Customer assistance in developing and executing marketing strategies that will help Customer reach its e-commerce goals and objectives. 
  6. Fees and Payment.
    1. Fees. Customer shall pay LiquorSplit the fees (“Fees“) as set forth in the Order Form without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting LiquorSplit’s other rights and remedies: (i) LiquorSplit may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse LiquorSplit for all costs incurred by LiquorSplit in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, LiquorSplit may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
    2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on LiquorSplit’s income.
  7. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  8. Intellectual Property Ownership; Feedback.
    1. LiquorSplit IP. Customer acknowledges that, as between Customer and LiquorSplit, LiquorSplit owns all right, title, and interest, including all intellectual property rights, in and to the LiquorSplit IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. 
    2. Customer Data. LiquorSplit acknowledges that, as between LiquorSplit and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to LiquorSplit a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for LiquorSplit to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, use and display Customer Data consistent with LiquorSplit’s Privacy Policy (but LiquorSplit may not ever disclose Customer’s Confidential Information). Without limiting the foregoing, examples of permitted uses by LiquorSplit include market research about consumer preferences, targeted advertising if Customer receives advertising services, delivery statistics, consumer preferences, purchasing statistics, platform optimization, and inventory optimization.
    3. Feedback. If Customer or any of its employees, contractors, or end user sends or transmits any communications or materials to LiquorSplit by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services or the LiquorSplit IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), LiquorSplit is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to LiquorSplit on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and LiquorSplit is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although LiquorSplit is not required to use any Feedback.
  9. Limited Warranty; Warranty Disclaimer.
    1. LiquorSplit warrants that it will use commercially reasonable efforts to provide the Services and will provide the Services in a workmanlike and professional manner. LiquorSplit does not make any representations or guarantees regarding uptime or availability of the Services. THE FOREGOING WARRANTY DOES NOT APPLY, AND LIQUORSPLIT STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
    2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE LIQUORSPLIT IP AND SERVICES ARE PROVIDED “AS IS” AND LIQUORSPLIT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LIQUORSPLIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), LIQUORSPLIT MAKES NO WARRANTY OF ANY KIND THAT THE LIQUORSPLIT IP, OR ANY SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. 
  10. Indemnification.
    1. LiquorSplit Indemnification.
      1. If such a claim is made or appears possible, Customer agrees to permit LiquorSplit, at LiquorSplit’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use the Services. If LiquorSplit determines that neither alternative is reasonably available, LiquorSplit may terminate this Agreement, in its entirety or with respect to the affected component or service, effective immediately on written notice to Customer. 
      2. This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by LiquorSplit or authorized by LiquorSplit in writing; (B) modifications to the Services not made by LiquorSplit; (C) Customer Data; or (D) Third-Party Products. 
    2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at LiquorSplit’s option, defend LiquorSplit from and against any Losses (defined above) resulting from any Third-Party Claim that (i) the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights or (ii) any Third-Party Claims based on Customer’s or any Authorized User’s (A) gross negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement; (C) use of the Services in combination with data, software, hardware, equipment, or technology not provided by LiquorSplit or authorized by LiquorSplit in writing; (D) unauthorized use of the LiquorSplit IP; or (E) modifications to the Services not made by LiquorSplit, provided that Customer may not settle any Third-Party Claim against LiquorSplit unless LiquorSplit consents to such settlement, and further provided that LiquorSplit will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 
    3. Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND LIQUORSPLIT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL LIQUORSPLIT’S LIABILITY UNDER THIS SECTION 10 EXCEED THE AMOUNTS PAID TO LIQUORSPLIT BY CUSTOMER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM OR $1,000, WHICHEVER IS LESS. 
  11. Limitations of Liability. IN NO EVENT WILL LIQUORSPLIT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LIQUORSPLIT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LIQUORSPLIT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO LIQUORSPLIT UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000, WHICHEVER IS LESS. 
  12. Term and Termination.
    1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue for the period stated in the Order Form or, if no period is stated, for thirty days from the Effective Date (the “Initial Term“). This Agreement will automatically renew for additional successive one-month terms unless earlier terminated pursuant to this Agreement’s express provisions or unless either Party gives the other Party written notice of non-renewal at least 30 days before the expiration of the then-current term or such other notice period set forth in the Order Form (each a “Renewal Term” and together with the Initial Term, the “Term“).
    2. Termination. In addition to any other express termination right set forth in this Agreement:
      1. either Party may terminate this Agreement without cause at any time after the Initial Term by providing written Notice to the other Party of at least an amount of time equal to the “Notice Period for Early Termination” set forth in the Order Form, if any.
      2. LiquorSplit may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than five days after LiquorSplit’s delivery of written notice thereof; or (B) breaches any of its obligations under Sections 3, 4 or 7;
      3. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
      4. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Review; Suspension. LiquorSplit may put Customer’s account under performance review by providing written notice to Customer and identifying issues caused by Customer that are impairing LiquorSplit’s ability to provide the Services. Customer shall cooperate with LiquorSplit during any such performance review period to correct issues identified by LiquorSplit. Customer agrees to meet with LiquorSplit representatives about Customer’s account upon notice from LiquorSplit. In the event that Customer is unable or unwilling to correct the issues identified by LiquorSplit, LiquorSplit may suspend the Services or terminate the Agreement without an additional cure period under Section 12(b)(i).
    4. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and, without limiting Customer’s obligations under Section 7, Customer shall delete, destroy, or return all copies of the Documentation and certify in writing to LiquorSplit that the Documentation and any vestiges of LiquorSplit IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
    5. Survival. This Section 12(d) and Sections 1, 2, 3(d), 3(e), 6, 7, 8, 9(b), 10, 11, 12(d), 12(e) and 13 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  13. Miscellaneous.
    1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    2. Force Majeure. In no event shall LiquorSplit be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond LiquorSplit’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    3. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    4. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    5. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the city of Miami and County of Miami-Dade, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    6. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of LiquorSplit, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
    7. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US. 
    8. US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
    9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 and, in the case of Customer, breach of Section 3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 
    10. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

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