Terms of Service

Terms

Last Modified: February 16, 2021

Acceptance of the Terms

These terms of service (“Terms”) are entered into by and between You and FROM A 2 B, LLCdba LIQUORSPLIT (“Company,” “we,” or “us“).

These Terms govern your use of liquorsplit.com, the LiquorSplit applications, and all other websites and offerings from us (the “Service”).

These Terms apply to your use of the Service, whether you are a customer (end user) buying products from a retailer, a retailer marketing products to a customer, an advertiser, or a delivery company delivering products from a retailer to a customer. If a particular section of these Terms only applies to a certain type of user, it will say so. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

You accept and agree to be bound and abide by these Terms and our Privacy Policy, found at liquorsplit.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms or our Privacy Policy, do not use the Service.

This Service is offered and available to users who are 21 years of age or older. This Service is only offered to retailers who have a valid liquor license. If you are a customer, you represent and warrant that you are of legal age to purchase alcohol or tobacco, as applicable. If you are a retailer, you represent and warrant that you are licensed to sell alcohol in your jurisdiction.If you are a retailer selling tobacco, you represent and warrant that you are licensed to sell tobacco in your jurisdiction. You agree that you will not furnish tobacco or alcohol obtained from us to any person who is not a lawful consumer.

Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Service means that you accept and agree to the changes.

Purchasing and Selling of Alcohol

We do not sell alcohol or tobacco. We provide the Service, which allows licensed alcohol retailers to market and sell alcohol and tobacco directly to potential buyers. The retailer has the final say on each order. When retailers post products for sale, the Service displays them to potential customers in the area. When a customer purchases a product from a retailer, the Service facilitates the transaction and the delivery by a deliverer from the retailer to the customer.

For Customers (end users)

When you, as a customer, search for a product, the Service shows offers from retailers near your location. The Service is not available in all places and may not be available if not allowed by local law. When you submit an order, you are making an offer to a retailer for the product and authorizing us to process an electronic payment between you and the retailer. Once the retailer accepts your offer, the retailer will complete the payment you have authorized and arrange for pickup, delivery, or shipment. In many instances, the retailer will engage a third party delivery company to deliver the product to you.

We do not guarantee delivery times, and we are not responsible for retailers or delivery companies.

Retailers set their own prices and delivery fees. If you submit an order and try to change it, the retailer may not accept the change or may charge you a change fee. If the order is subject to tax, we will calculate it and charge it as part of your transaction.

Do not accept an order without checking it. If you accept an order when delivered, then the order is deemed to be correct.

For Retailers

When you, as a retailer, list a product for sale (“Product Offer”), the Service displays your Product Offering to customers near your location. The Service is not available in all places and may not be available if not allowed by local law. When you submit a Product Offering, you are making an offer to us to market your product and authorizing us to facilitate an electronic payment between you and a customer. Once your product is accepted by us and listed on the Service, your Product Offering becomes an offer to customers. Once a customer accepts your offer, we will complete the payment and arrange for pickup, delivery, or shipment. You may engage a third party delivery company through the Service to deliver the product to you or you may sign a separate agreement with a delivery company for delivery of your products.

We do not guarantee delivery times, and we are not responsible for delivery delays or mistakes.

You may set your own prices and delivery fees. You may change an offer at any time; provided, however, you must honor any completed customer transactions submitted before your changes become effective. If the order is subject to tax, we will calculate it and charge it as part of your transaction. Alternatively, we will provide options for you to engage a third party to calculate and collect sales taxes. It is up to you to pay all sales taxes to applicable jurisdictions and to identify jurisdictions where you should collect tax.

For Deliverers

When you, as a deliverer or delivery company, use the Service, the Service will assist you in coordinating delivery of products. The Service displays retailer Product Offerings and customer delivery information. The Service is not available in all places and may not be available if not allowed by local law. When you request to deliver a Product Offering, you are making an offer to the retailer to deliver the product(s) to a customer. Once your request to deliver a Product Offering is accepted by a retailer, the Service will provide you information on what products to pick up, where to pick up the products and where to deliver the products. We will complete the payment, as directed by the retailer, once you have delivered the products.

We are not responsible for delivery delays or mistakes.

You are not required to request to deliver a Product Offering, but once you submit a request you agree to use best efforts to deliver timely each Product Offering assigned to you.

ID Verification

For Customers

The retailer and the delivery provider will verify your age and identification as part of the sale and delivery process. They will require a valid government id, the same as if you went into a liquor store or tobacco retailer. The retailer and the delivery provider may cancel your order if you appear to be intoxicated, if the situation appears to be unsafe, if the transaction appears to be a straw purchase, if they cannot verify your age or identity, or if they just don’t want to complete the sale. Alcohol can only be delivered to a person 21 or older who was designated in the order. Tobacco can only be delivered to a person at least 18 or 21, depending on the location. We always require that the person designated in the order be present to take delivery. If that person is not available or cannot verify his or her identity, then the delivery company will not deliver the product, and you will be charged a restocking fee. The retailer and shipping company are not required to make multiple delivery attempts, and if they do you may be charged an additional delivery fee.

For Retailers and Deliverers

You, as a retailer or a delivery provider, must verify the age and identification of customers as part of the sale and delivery process. You must check a valid government id, the same as if the customer entered a liquor store or tobacco retailer. You, as a retailer or a delivery provider, may cancel a customer’s order if the customer appears to be intoxicated, if the situation appears to be unsafe, if the transaction appears to be a straw purchase, if you cannot verify the customer’s age or identity, or if you just don’t want to complete the sale. Alcohol can only be delivered to a person 21 or older who was designated in the order. Tobacco can only be delivered to a person at least 18 or 21, depending on the location. We always require that the person designated in the order be present to take delivery. If the customer is not available or cannot verify his or her identity, then the deliverer is not required to deliver the product, and the retailer may charge the customer a restocking fee of 20% of order total. The deliverer is not required to make multiple delivery attempts, and if the deliverer agrees to do so, the deliverer may charge the retailer an additional delivery fee. Product

Order Changes

The retailer has the final say on each order; if the retailer decides not to fill an order, the retailer will immediately let the customer know and provide customer a refund. If a retailer identifies an error in the product listing or needs to substitute a product for another reason, the retailer will contact the customer immediately. If customers accept the substitution, then the order will be adjusted. If customer does not accept the substitution, then the order will be canceled and a refund issued. Retailers deliver only to certain areas and only deliver to certain types of locations. If the retailer’s policy prohibits delivery to a particular address, the order will be canceled. We reserve the right to restrict a retailer’s area. If local law prohibits the order or the quantity of products in the order, the retailer will contact customer and either adjust the order or cancel it. IN NO EVENT WILL A RETAILER OR DELIVERER BE REQUIRED TO SELL A PRODUCT TO ANY CUSTOMER OR DELIVER AN ORDER. IF AN ORDER CANNOT BE COMPLETED BECAUSE THE DELIVERER BELIEVES IT IS ILLEGAL, UNSAFE, OR INAPPROPRIATE, THE ORDER WILL BE CANCELED AND THE CUSTOMER MAY BE CHARGED A RESTOCKING FEE. IF AN ORDER IS CANCELED, YOUR EXCLUSIVE REMEDY, AS A CUSTOMER IS A REFUND MINUS THE AMOUNT OF THE RESTOCKING FEE.

Once a product is delivered and accepted, you may not exchange it or return it. If you order a product by accident, we will charge you the greater of $20 or a 20% restocking fee to send it back with the driver, before the driver leaves.

IF A PRODUCT ARRIVES BROKEN OR OUT OF DATE, THE RETAILER WILL REFUND, RETURN, OR ADJUST YOUR ORDER IN THE RETAILER’S DISCRETION.

If an offer or promotion is not permitted in a particular state, county or city, then that offer or promotion will not be honored.

Account Security

We reserve the right to withdraw or change this Service in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service.

To access the Service, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide is correct, current, and complete. You agree that all information you provide to register is governed by our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time.

Service Fees

The Services are free to customers, who pay only the amount equal to each order from a retailer, plus delivery fees, surcharges, gratuity and tax. Retailers pay us a transactional fee listed in our fees schedule for each delivery. Retailers pay deliverers a delivery fee listed in our delivery fee schedule for each delivery. The Services process all payments due from and to each party. If you are an advertiser, your advertising fees are set out in your Advertising Contract.

Our Intellectual Property Rights

The Service and all contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You shall not reverse engineer, disassemble or decompile any code, software or other aspects that embody our Services. You agree that you will not use the Services in any service bureau arrangement or circumvent any functionality that controls access to or otherwise protects the Services. You agree to keep any personal information you obtain through use of the Services confidential, and not to use it for any other purpose. Such information includes name, address, email address, products ordered, any other confidential information you may learn through the Services. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback.All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. You continue to own all right, title, and interest in any personal information that you disclose to us through the Services. You agree that we can use that personal information to provide the Services to you and for any reason disclosed in our Privacy Policy. You agree that we may aggregate and/or anonymize your personal information(“Aggregated Statistics”). Notwithstanding anything to the contrary in these Terms, we may monitor your use of the Services, monitor your transactions and collect and compile data and information related to your use of the Services. Examples of ways we may use aggregated and/or anonymized information, include compiling statistical and performance information related to the provision and operation of the Services, conducting market research analysis, targeting promotions and discounts, or any other lawful purpose. As between us and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by us. You acknowledge that we may compile Aggregated Statistics based on your personal information input into the Services. You agree that we 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 you.

Our Trademarks

Our name, the LIQUORSPLIT trademark, and all related names, logos, product and service names, designs, and slogans are our trademarks. You must not use them without our prior written permission. All other names, logos, product and service names, designs, and slogans on this Service are the trademarks of their respective owners.

Prohibited Uses

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). You agree to abide the Family Smoking Prevention and Tobacco Control Act (21 USC §301 et seq.), the Food, Drug and Cosmetic Act (Section 801(p)(1)), and the Prevent All Cigarette Trafficking Act (PL 111-154).

Your Posts

The Service may have interactive features that allow you and other users to post, submit, publish, display, or transmit to other users or other persons content or materials. Anything you post to the site will be considered non-confidential and non-proprietary. You are solely responsible for any content you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We do not review material before you or other users post it. We may use and publish content you post for any purpose whatsoever in perpetuity and without payment to you. We may also use your name in connection with the content you post.

Monitoring and Enforcement; Termination

We have the right to:

  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
  • Terminate or suspend your access to all or part of the Service for any reason.

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

Additional Terms for Apple Devices

If you use the Service on an Apple device such as an iPhone or iPad) (an “Apple Device“); these additional terms apply to your use of our LiquorSplit App on such Apple device (“Our App”). We are solely responsible for Our App, and you may use Our App only as permitted by these Terms and Apples’ Apple Media Services Terms and Conditions (http://www.apple.com/legal/itunes/appstore/us/terms.html). As between us and Apple, to the extent that: (a) we are required to address any claims related to your or a third party’s use or possession of Our App, we will be responsible for addressing, investigating, or defending the claim; and (b) we have provided a warranty to you with respect to Our App, we will be solely responsible for any product warranties or other claims, losses, liabilities, damages, costs or expenses if Our App fails to conform to such warranty. If Our App fails to conform to any applicable warranty, you may notify Apple for a refund of the purchase price of Our App on your Apple Device, if any. Apple will not have any other warranty obligations whatsoever with respect to Our App on your Apple Device. Apple and its subsidiaries are third party beneficiaries to these Terms as relating to Our App on Apple Devices, and Apple and its subsidiaries may enforce these Terms against you as a third party beneficiary of these Terms.

Linking to the Service and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

Links from the Service

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

Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NOTHING THAT WE COMMUNICATE TO YOU ABOUT THE SERVICE ORALLY OR IN WRITING WILL BE DEEMED TO CREATE A WARRANTY.

YOU USE THE SERVICE AT YOUR OWN RISK. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” IT IS UP TO YOU TO DETERMINE WHETHER IT IS LEGAL FOR YOU TO USE OUR SERVICE WHERE YOU LIVE.

THIS DISCLAIMER APPLIES WHETHER YOU ARE USING THE SERVICES AS A CUSTOMER, A RETAILER, AN ADVERTISER, OR A DELIVERER.

THIS DISCLAIMER DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF FORESEEABLE.

IN NO EVENT WILL OUR LIABILITY (INCLUDING THAT OF OUR SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS), REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE AMOUNT YOU HAVE PAID TO US DURING THE SIX MONTHS IMMEDIATELY PRIOR TO WHEN YOU ADVISED US OF YOUR CLAIM.

THIS LIMITATION SHALL APPLY EVEN IF IT LEAVES YOU WITH NO REMEDY, AND THIS LIMITATION OF LIABILITY APPLIES TO LIMIT OUR DAMAGES WHETHER YOU ARE A CUSTOMER, A RETAILER, OR A DELIVERER. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold us harmless (including our affiliates, licensors, and service providers, and our respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns) from and against any claims, demands, causes of action, proceedings, fines, penalties, orders, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms, your violation of the rights of any third party, your violation of law, or otherwise resulting from your use of the Service.

Governing Law and Jurisdiction

All matters relating to the Service and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service shall 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. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THIS LIMITATION OF LIABILITY APPLIES WHETHER YOU ARE A CUSTOMER, A RETAILER, AN ADVERTISER, OR A DELIVERER.

Additional Terms for Advertising

The following provisions only apply if you are purchasing advertising space from us. Initiating Services. Subject to the terms and conditions of these Terms and upon acceptance of an advertising contract by us (“Advertising Contract”), we shall sell to you, and you will purchase from us, Ad Space as detailed herein and on any Accepted Insertion Orders. You may purchase Ad Space for individual Advertisements as well as for Ad Campaigns. “Accepted Insertion Order” means an Insertion Order delivered to us by you and accepted by us in accordance with these Terms. “Insertion Order” means a written order from you to us for the purchase of Ad Space. “Ad Space” means the space that we sell to you or a third party to advertise its products or services. “Ad Campaign” means any coordinated series of Advertisements with a single idea or theme. “Advertisement” means any advertisement that you delivers to us pursuant to an Accepted Insertion Order.

Non-Exclusivity

Nothing herein is intended nor shall be construed as creating an exclusive arrangement between us and you. These Terms will not restrict (a) you from advertising on other websites or media or (b) us from selling Ad Space to any third parties. Insertion Orders. You must initiate all orders for Ad Space by delivering to us an Insertion Order using our form Insertion Order. Each Insertion Order incorporates these Terms by reference. Your delivery of an Insertion Order to us constitutes an offer to purchase Ad Space pursuant to these Terms, and no other terms. You shall have the right to cancel or amend any Insertion Order delivered to us only if we have not yet accepted the Insertion Order. Any such cancellation or amendment must be delivered in writing to us via email or through our website. We have the right, in our sole discretion, to accept or reject any Insertion Order. We will accept any Insertion Order by confirming the order in writing to you by delivering written confirmation of acceptance. No Insertion Order is binding on the Parties unless accepted by us.

Terms Prevail Over Insertion Orders

In the event of any conflict between these Terms and the terms of any Accepted Insertion Order, the terms and provisions of this Agreement shall control unless an Accepted Insertion Order expressly overrules a specified section of these Terms in which case the exception applies solely to that Accepted Insertion Order.

Price and Payment

Your purchase of Ad Space from us is at the prices set forth in the related Insertion Order or on a price sheet provided to you with the Insertion Order (“Prices”). We reserve the right to adjust the Prices on a going-forward basis. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you. You are responsible for all such charges, costs, and taxes, except for any taxes imposed on, or with respect to, our income, revenues, gross receipts, personnel, real or personal property, or other assets. Pre-payment may be required at our discretion. We shall issue regular invoices. We shall send invoices to your billing address as set forth on the Accepted Insertion Order. You must pay all invoiced amounts within 30 days of invoice, except for any amounts disputed by you in good faith. You must notify us in writing of any dispute with an invoice within 15 days from the date of invoice. You will be deemed to have accepted all invoices for which we does not receive timely notification of disputes. Except for invoiced payments that you have disputed, we shall pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of 1.5 % per month or the highest rate permissible under applicable law.

Advertisement Requirements

You shall deliver all Advertisements to us in final format. We are not responsible for making any corrections to Advertisements. Any Advertisements that might be mistaken for editorial content must be clearly marked “advertisement” or similar language. We reserve the right to, or require you to, mark any Advertisement as advertising to avoid confusion with editorial content. You are responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for you to create any Advertisement and grant us the right to reproduce, print, publish, display and distribute it. We reserve the right to reject any Advertisement (regardless of whether such Advertisement was previously accepted) which, in our sole discretion, we determine (i) does not comply with any of our policies, (ii) is offensive, obscene, or profane, (iii) is defamatory, libelous, slanderous, or otherwise unlawful, (iv) is false or misleading or (v) claims endorsement in any way by us of any products or services. We will notify you as soon as reasonably possible of any objection to any Advertisement. We may, in our sole discretion, (i) provide you with the opportunity to amend or replace a rejected Advertisement, (ii) allow you to substitute a previously run ad having the same dimensions, or (iii) run a public service announcement or house advertising in place of any rejected Advertisement.

Publishing License

Subject to these Terms, you grants us a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to reproduce, publish, and distribute each Advertisement, including all of your intellectual property contained therein, in accordance with these Terms and the corresponding Accepted Insertion Order. Other than this express license, you grant no right or license to us by implication, estoppel, or otherwise to any Advertisement or to your intellectual property.

Advertiser Additional Representations, Warranties, and Covenants

Advertiser represents, warrants, and covenants to Publisher that: (a) at the time of the Advertisement’s publication and dissemination, any statement, claim, or representation made in any Advertisement (i) will be supported by competent and reliable prior substantiation in accordance with all applicable laws, including the laws of the Federal Trade Commission and (ii) shall comply with all other applicable laws regarding deceptive trade practices, fair competition, and consumer protection; (b) nothing in any Advertisement or Creative Component will (i) violate any criminal law, (ii) advocate any illegal activity or (iii) be defamatory, libelous, slanderous, or otherwise unlawful; (c) Advertiser has and will retain all rights, licenses, and clearances necessary to lawfully use, and authorize Publisher to use, the contents and subject matter contained in any Advertisement including: (i) any Intellectual Property; (ii) any testimonials or endorsements contained in any Advertisement; (iii) any name, photograph, likeness, or identity of individuals, either living or dead, famous, or not famous; and (iv) any other rights, licenses, permissions clearance, or approvals which may be necessary; (d) to the extent that any Advertisement or Creative Component is delivered to Publisher in electronic form, it will not contain any viruses, time bombs, or other devices capable of disabling or interfering with any computer systems or software; and (e) Advertiser shall use the Ad Space solely for its own benefit and not for the placement of any third-party advertising. “Artwork” means any images or visual components of an Advertisement or Ad Campaign. “Copy” means the printed text of an Advertisement. “Creative Components” means the Copy, Artwork, and Layout. “Layout” means the size and placement of Copy and Artwork within the Advertisement, including margins, backgrounds, fonts, and colors.

Advertiser Additional Indemnification Obligations

In addition to the other indemnification obligations in these Terms, as an advertiser, you shall defend, indemnify, and hold us and our representatives harmless (collectively, “Advertising Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), incurred by Advertising Indemnified Party arising out or resulting from any claim of a third party alleging: (a) breach by you of any representation, warranty, covenant or other obligations set forth in these Terms or any Accepted Insertion Order; or (b) gross negligence or more culpable act or omission (including any recklessness or willful misconduct) in connection with the performance of your obligations.

Arbitration

YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. YOU AGREE TO AN ARBITRATION ON AN INDIVIDUAL BASIS. IN ANY DISPUTE, YOU WILL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. All disputes between you and us (each, a “Disputing Party”) arising out of or in any way connected with the Services or these Terms (including the validity, scope and enforceability of these dispute resolution provisions) shall be solely and finally settled by a single arbitrator (the “Arbitrator”). The arbitration proceedings shall be held in Miami, Florida, and except as otherwise may be provided in this Agreement, the arbitration proceedings, including the appointment of the Arbitrator, shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Each Disputing Party irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any arbitration proceedings. Prior to commencing arbitration, a Disputing Party seeking such arbitration shall, no less than three (3) business days before such commencement, furnish the other Disputing Party to the arbitration a dated written statement indicating (i) such Disputing Party’s intent to commence arbitration proceedings, (ii) the nature, with reasonable detail, of the dispute and (iii) the remedy or remedies such party will seek. Arbitration hearings must commence no later than ninety (90) days following the date of the arbitration notice described in this paragraph and such hearings shall be conducted for no more than four (4) business days. Fees and expenses of the arbitration shall be allocated by the Arbitrator in its sole discretion to the extent permissible under applicable law. To the extent permissible under applicable law, the Disputing Parties agree that the award of the Arbitrator shall be final and shall not be subject to judicial review. Judgment on the arbitration award may be entered and enforced in any court having jurisdiction over the Disputing Parties. Nothing contained in this paragraph shall prevent a Disputing Party from seeking injunctive relief from a court of competent jurisdiction or require arbitration of any issue for which injunctive relief is sought by any such Disputing Party. The obligations arising out of this paragraph shall survive the termination of these Terms and the Services.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement

These Terms and our Privacy Policy constitute the sole and entire agreement regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.

Your Comments and Concerns

This website is operated by FROM A 2 B, LLC dba LIQUORSPLIT.

Our address is: 1172 South Dixie Highway, Suite 286, Coral Gables, Florida, 33146.

All other feedback, comments, requests for technical support, and other communications relating to the Service should be directed to: support@liquorsplit.com.

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