TERMS OF USE

Terms and conditions of use for Martignetti Companies website platform, effective January 20, 2024.

Martignetti Companies (the “Website”) is operated in the Commonwealth of Massachusetts by the Martignetti Companies. This Website is used as an ecommerce portal for duly licensed retail businesses (including, without limitation, retail stores, restaurants, bars, clubs, hotels, entertainment venues and other hospitality locations) (each a “Customer”). In this Agreement, the words “you” and “your” refer to the Customer (and any natural person employed by Customer or regularly engaged as the Customer’s bookkeeper or accountant and authorized to purchase and/or make payments of any accounts with the Martignetti Companies). The words the “Company,” “we,” “our” and “us” refers to the Martignetti Companies, including but not limited to the following companies and divisions Martignetti Grocery Co., LLC d/b/a Carolina Wine Company, Chas. Gilman & Sons, LLC, Classic Wine Imports, LLC, Commonwealth Wine & Spirits, LLC, and United Liquors, LLC, and its divisions Connoisseur, Century, and Excel.

By accessing and using this Website, you are agreeing to these terms of use and our privacy policy (“Terms of Use”). If you do not agree to be bound by these Terms of Use, please exit and cease using the website immediately. By accessing, viewing, or using the content, material, or services available on or through the Site, you certify that you have read, understand, and agree to be legally bound by these Terms of Use.

Only natural persons employed by Customer or regularly engaged as the Customer’s bookkeeper or accountant and acting on behalf of Customer are authorized to access this Website. To use the Website, you must be of legal age to purchase and consume alcoholic beverages. If you are not of legal drinking age, please exit and cease using this Website immediately. In accessing and using the Website, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 21 years of age or older; and (d) your use of the Website does not violate any applicable law or regulation.

These Terms of Use contain a Partial Arbitration Clause and a Class Action Waiver Clause. By using the Website, you are accepting this agreement, and while you may still pursue claims against the Company, you are agreeing that you must pursue your claims only on an individual (and not a class action) basis.

The Company may revise these Terms of Use at any time by updating this posting. Your continued use of the Website will be deemed acceptance of the updated or amended terms. If you do not agree to the changes, you should cease using this Website. When using any Services (as defined below), you agree that you are subject to any additional posted guidelines, rules, terms, and conditions applicable to such Services, which are hereby incorporated by reference into these Terms of Use.

Restricted Uses
The Website is owned and operated by the Company. The content of this Website, including but not limited to any trademarks, designs, logos, text, images, audio, and video materials thereon, is the intellectual property of Company or its affiliates (“Company’s Proprietary Material”) unless otherwise stipulated in writing. Company’s Proprietary Material is protected under the laws of the United States of America and other nations around the world, and under international treaties, in particular, under copyright and trademark laws. You are not permitted to remove any copyright or other proprietary notice from Company’s Proprietary Material. You are also not permitted to publish, distribute, transmit online or offline or otherwise use Company’s Proprietary Material in any way for any public or commercial purpose, without the prior and express written consent of Company.

Subject to your compliance with these Terms of Use, and solely for as long as you are permitted by Company to access and use the Website, the Company grants Customer the limited right and license (i) to use the Website to order products (“Products”) distributed by the Company and services offered from the Company, (ii) to download one (1) copy of any particular materials from the Website for your own use, provided that you agree to abide by any copyright notice or other restrictions contained in or applicable to such materials, including any author attribution, copyright or trademark notice or restriction in any such material that you download; (iii) to view open transactions on the Customer’s account and (iv) to remit payments to the Company.

The use of the Website is licensed, not sold to Customer, and is licensed only for Customer’s use as specifically set forth within these Terms of Use. Customers may not sell, assign, rent, lease, distribute, export, act as an intermediary or provider, or otherwise grant rights or account access to third parties with regard to all or any part of the Website. Customers may not, and Customers may not permit others to reproduce, modify, reverse-engineer, scrape, extract data or content, mine data, decompile, disassemble, attempt to discover the source code, structure, or sequence, or otherwise hack the Website and have no rights to create derivative works from the Website. Any commercial use, sale, or other monetization of the Website or a derivative product created from use of any data or content in the Website is strictly prohibited. The Company retains all rights, title, and interest in the data and products created from the Website. You must not remove or alter any copyright or other proprietary notices in the Website. In the event that the Company determines that the Customer has violated the Terms of Use or other impermissible use of data from the Website has been made, the Company may direct that the Customer and any data recipient immediately return all copies of the data and retain no copies thereof even if you did not cause the violation or impermissible use.,

Company may unilaterally cancel Customer accounts or block access to individual employees or agents of Customer, including because an account is regarded by the Company as being inactive or because any authorized user has violated these Terms of Use.

Additionally, the Company reserves the right to refuse or terminate all or part of the Services to anyone for any reason at our sole discretion.

Purpose and Content of E-Commerce Platform
The Company provides authorized Customers (their authorized employees or their regular bookkeeper or accountant) with access to the content and services (all such content and services collectively, the “Services”) related to Product offerings and concerning alcoholic beverages generally, including without limitation: (a) online services such as Product ordering functionality and order fulfillment including remitting payments, (b) viewing open transactions on the Customer’s account and (c) content such as information, photographs, graphics and other images concerning Products, and links to third party websites. Company shall have the right to appoint and use subcontractors, wholesalers, warehousers and jobbers, at its discretion, to assist in providing the Website, the Services and in fulfilling orders for Products.

Registration
In order to access certain content, material, or services on the Website, you will be asked to register and create an account, including a username and password. As part of the registration process, you will be asked to click to agree to these Terms of Use and may then be asked to submit your email address and a password for your account. You may also be required to provide certain information about yourself and your business. You are responsible for ensuring that your password and account login are kept secret, safe, and secure at all times. Any personal information that you provide to us via the Website is subject to our Privacy Policy. The Company will not be held responsible or liable for any misuse of your account in the event that a third party has access to and uses your password and account login in any way. The Company reserves the right to terminate access to services on the Website in the event that any misuse of your password and account login is discovered including but not limited to intentionally sharing your password and account login with any third parties. The Company maintains unilateral control to dictate the terms of the initial registration process set forth above and may from time to time implement control on viewing privileges on the Website.

You represent that the personal information you provide via the Website is true, valid, complete, and up to-date in all respects, and you confirm that you are the person referred to in the information provided. Should any of the information you provide on the Website change, please login to your account and update such information directly on the Website.

The Website permits you the ability to assign credentials to natural persons who are employed by your organization or who are regularly engaged as the Customer’s bookkeeper or accountant and authorized to purchase Products and to make payments. Only those natural persons who are employees of the Customer or who are regularly engaged as the Customer’s bookkeeper or accountant and who are authorized will have access to the Website. The number of users is not restricted. However, the Company reserves the right in our sole discretion to remove or delete any users at any time for any reason at all.

The Company also reserves the right in its sole direction to delete all information from your account or the Website at any time and for any reason. You understand that we cannot guarantee that your account will always be available to you or be free of error. We may terminate or suspend your account for any reason in our sole discretion with or without notice to you.

Additionally, we reserve the right to stop offering any account feature of the Website or any portion thereof, without liability, at any time and for any reason, with or without cause. In the event of any such termination or suspension, information stored in your account may no longer be available to you. We have no obligation to make your account history available to you and you should not rely upon your account as your sole record of this information.

Placing Orders for Products
Customer may place orders for Products by using the ordering features and functionality available on the Website. Once an order is placed through the Website, it is subject to review and acceptance by the Company, which the Company may accept or reject in its sole discretion (including, without limitation, rejection because of any inaccuracy about Product information or pricing posted on the Website). The Company reserves the right at any time after receipt of your order to accept or decline your order, or any portion thereof, even after your receipt of an order confirmation from the Company. The Company reserves the right to limit the order quantity of any item and to refuse service to any customer without prior notification.

Company attempts to be as accurate as possible with Product descriptions and pricing on the Website. However, Company does not warrant that descriptions of Products or Services or other content on the Website will always be accurate, complete, reliable, current, or error-free.

If Company requires additional information from Customer to evaluate or fulfill an order, Customer shall promptly notify the Company with the information requested. Should it be determined that the Customer has placed an intentionally incorrect order or fictitious order, the Company reserves all rights, in its sole discretion, to (i) reject said order, (ii) terminate the Customer’s use of the Website, and (iii) charge back all costs, fees and damages caused by the fictitious order to the Customer. Once an order has been accepted by the Company such an order will be confirmed with the Customer by Company by electronic communications or other reasonable means.

Company will make reasonable efforts to fulfill specified shipping dates for Product orders but shipment dates for Products are not guaranteed. The Company reserves the right to limit the quantities of merchandise shipped consistent with the perishable nature of the product and/or its availability. Product returns are allowed only in accordance with applicable law and with the consent of Company (including that such return meets the Company’s return criteria).

State Law Limitations
In some instances, state law regulates product availability and/or sets product purchase limitations, which may limit our ability to fulfill order requests. We may, at our discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by the same account, or orders that use the same billing and/or shipping address. In the event we change or cancel an order, we will attempt to notify you by contacting you via the telephone, e-mail, and/or billing address provided at the time the order was made.

Customer Resale Certification
Customer hereby certifies that Customer will resell all Products purchased from Company through this Website in the regular course of Customer’s business operations, and Customer will do so prior to making any personal use of the Products other than for demonstration and display purposes while holding the Products for sale in the regular course of Customer’s business. Customer further certifies that it is a duly authorized vendor of alcoholic beverages licensed in the applicable state and has provided Company with all licenses, certificates, and numbers required by applicable law to make this resale certification valid. Customer understands and agrees that if Customer uses the Products purchased pursuant to this resale certification in any manner other than as just described, Customer will, among other things, owe use tax based on each purchased Product’s purchase price or as otherwise provided by law.

Invoicing and Payment
Invoicing and payment terms are determined based on applicable state and federal law, and the Customer’s credit status with Company and delinquency status. Company will inform Customer of payment terms in an applicable order confirmation and Customer agrees to comply with such terms. Customer agrees that the default obligation to issue payment in good funds to Company is that payment is due immediately upon delivery of each Product and such obligation is permanent and not cancellable unless a return is both specifically allowed by law and meets Company’s return criteria.

The Company does not offer cash on delivery (“COD”) terms.

The parties consent to use Automated Clearinghouse (ACH) transactions initiated by Company to debit the designated bank accounts of Customer to pay for Products ordered by Customer from Company. In such case, Customer hereby provides authorization for individual ACH transactions to be initiated by Company for Product orders made through the Website.
Customer hereby authorizes Company to make debit and/or credit instructions for the purchase of Products to any bank account for which Customer provides information to Company (the “Authorized Accounts”) by AEP or EFT; and directs that all such debit and/or credit instructions be made to the Authorized Accounts. Each party is responsible for its respective costs for network service charges and any and all other expenses it incurs for any reason relating to the transmission of EDI communications or otherwise. Either party may update or change the ACH arrangement or Authorized Accounts upon advance written notice to the other or via submission of valid electronic information to the other. Applicable returned items fees will apply, and the maximum service charge as allowed by applicable law will be assessed on returned payments.

Customer’s account will be “delinquent” if it has not paid its invoice in full for 60 days or more. Failure by a Customer to timely pay amounts owed on orders placed through this Website may result in suspension or termination of Customer’s account with Company, requirements, fines, and liability by Customer for state and federal crimes. The Company will comply with all applicable laws concerning payment matters including those that require reporting payment

problems to the applicable state liquor authority or other state agencies, fines, interest, penalties, or termination of Customer’s account with Company.

All accounts that are “delinquent” as defined above are subject to a service charge of 1½% per month, at 18% per annum. Any account that is beyond 75 days delinquent will be placed with attorneys for collection.

A 1% cash discount will be allowed for payment of each invoice received by the Company within 10 days of the specified date of delivery of the merchandise, provided that the Customer’s account is not “delinquent” and that no invoice is outstanding with the Company in excess of 60 days.

A 1% discount will be allowed on all items (unless noted) on the sole condition that the merchandise specified by the invoice for such items be picked up at the Company between 10:00A.M. and 4:00P.M. on any Monday through Friday (excluding holidays of any week), and that the vehicle used to pick up such merchandise be properly licensed by the Commonwealth of Massachusetts, and the Alcoholic Beverages Control Commission, provided that the Customer’s account is not “delinquent” and that no invoice is outstanding with the Company in excess of 60 days.
For all transactions, Customer agrees that your bank may assess its customary per-check or item-handling charge, if any. Customer also agrees to pay a service charge of $75.00 for each dishonored check, draft, or ACH to reimburse the Company for any costs of collection. Your bank may also assess its customary charge for such returns.

Third Party Payment Processor
The Company uses a third-party payment processor, Elavon, Inc., to process electronic payment transactions (“ACH”) made through the Website. You represent to the Company that any financial account that you use to make payments through the Website is a business financial account, and not a financial account used for personal or household use. You are solely responsible for the accuracy and completeness of your payment information, and we are not responsible for any loss suffered by you as a result of incorrect payment information provided by you. The third-party payment processor, Elavon, Inc., is responsible for maintaining and holding any financial information provided through the Website.

Transactions with our third-party processor are also governed by the payment processor’s separate terms of use. Please review those terms of use, which are available by the following methods: a request in writing to Elavon, Inc., 2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328 or by calling Elavon, Inc. Customer Support at 1-800-725-1243, before making a purchase. We make no representations or warranties regarding the services provided by such payment processor. You agree that the payment terms applicable to your purchase will comply with applicable law.

Customer Representations and Warranties
Customer represents and warrants to Company that at all times: (i) Customer has all requisite power and authority to enter into and perform its obligations with respect to all orders and under these Terms of Use; (ii) the execution, delivery and performance by Customer of all orders and its obligations under these Terms of Use will not violate or constitute a default under the terms of any agreement or instrument to which Customer is a party or by which any of its material assets or rights or privileges are subject or bound, or otherwise violate the rights of any third party; (iii) each order and these Terms of Use constitutes a legal, valid and binding obligation of Customer, enforceable in accordance with its terms; (iv) Customer has and will maintain all licenses, permits, certificates, and any other items required to buy Products in compliance with all applicable laws; (v) all information provided by Customer in using the Services and this Website is true, accurate and correct and will be promptly updated upon any changes; (vi) Customer will purchase Products only in compliance with law, rule, regulation and standards; (vii) Customer has properly and timely paid all taxes, fees and charges imposed on Customer; (viii) Customer will neither order nor accept Products from Company while Customer is insolvent within the meaning of the Uniform Commercial Code (and every Order placed or delivery accepted while the Customer is insolvent shall constitute a written misrepresentation of solvency to Company within the meaning of the Uniform Commercial Code); (ix) Customer understands and acknowledges that Company is not providing legal advice and any information provided by Company is general guidance on how to use the Website and Services and Customer is solely responsible for ensuring Customer’s compliance with all applicable laws, rules and regulations; (x) Customer is responsible for all activity on Customer’s Website account (including any sub- accounts) and will guard passwords and account access so that only authorized users can access the account for authorized purposes and that nobody under the age of 21 will use or access the account; (xi) Customer shall comply at all times with the Customer resale certification provided above, and (xii) all orders placed by Customer is for a valid business purpose, and not for any other reason including but not limited to harm, interfere or cause undue burden to the Company.

Customer Conduct
As a condition of Customer’s use of the Website, Customer agrees that it will not use the Website: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate any content in any form or format that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable under applicable laws or community standards; or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Customers are solely responsible for all content that Customer uploads, posts, email, transmits, or otherwise disseminates using, or in connection with, the Website, and Customer will be solely responsible for any damage to any party resulting there from.

Errors, Inaccuracies and Omissions
The Company has made every effort to display as accurately as possible the colors of the images that appear on the Website. However, since the actual colors you see depend upon your computer and monitor, we cannot generate that the display of any color will be completely accurate. Occasionally there may be information on the Website that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information if any information on the Website is inaccurate at any time without prior notice. We cannot and do not review all communications or services made available on or through the Website, but, although not obligated to, may review, verify, make changes to or remove any Website Content or the Website with or without notice in our sole discretion.

Authorization to Contact Customer Electronically
Customer hereby consents to and authorizes Company (and its authorized service providers) to contact Customer using emails, autodialed or prerecorded calls and text messages, at any telephone number or email address provided by Customer, to, among other things: (i) notify Customer regarding the account and any orders; (ii) troubleshoot problems within the account; (iii) resolve a dispute; (iv) collect a debt; or (v) as otherwise necessary to provide Services, fulfill orders or enforce these Terms of Use, applicable law, or any other agreement Company may have with Customer. Company may, without further notice or warning and in its discretion, monitor or record telephone conversations of Customer or anyone acting on Customer’s behalf for quality control, for training purposes, or for Company’s own protection.

Links to and Features Provided by Third Parties
The Website may contain links or references to other websites or feature services of third parties for the convenience of users with performing or receiving the services made available through the Website. These third-party websites and services may be available on the Website via a link, redirect, plug-in, integrated application, or other technology, and may be recognized automatically by your browser. The Company does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party websites or the transactions you conduct or enter into with third parties. Your use of any third-party websites or services is at your own risk, and subject to the terms and conditions of such third parties. The Company encourages you to read the privacy policies and terms of use linked or referenced in connection with third party websites.

Disclaimer of Warranties
Although the Company endeavors to provide current, accurate and reliable information on our Website, we cannot and do not warrant, promise, guarantee or make any representations regarding the accuracy, security, reliability or any use of the functions, features, operations, Content or information. We cannot and do not warrant your use of our site, or the operation or function of the Website, any component, feature, function, capability or offer or any products, software, or services, will be uninterrupted or error free, or that defects or malfunctions will be corrected or that the Website is free of viruses or other harmful elements.

Your use of the Website is solely and fully at your own risk, and you assume full responsibility for all costs and expenses associated with servicing and/or repair in any way connected or arising from attempted, alleged or actual use or access of our Website. We make no representations about the suitability, reliability, availability, timeliness, and accuracy of our Website. OUR WEBSITE AND THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR FITNESS FOR ANY PARTICULAR PURPOSE.

Limitation of Liability
IN NO EVENT SHALL WE AND/OR OUR OFFICERS, DIRECTORS, PARTNERS, OWNERS, AGENTS, CONTRACTORS, REPRESENTATIVES AND/OR THE ALCOHOL BRAND AND/OR CUSTOMERS WHO FULFILL YOUR ORDERS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH OUR WEBSITE, THIS AGREEMENT, THE USE OR PERFORMANCE OF OUR WEBSITE, THE DELAY OR INABILITY TO USE THE WEBSITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY EVENTS, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE OUR WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF OUR WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR ANY OTHER PARTY MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, OR WITH ANY PART OF THE TERMS OF USE OR YOUR TRANSACTIONS WITH US, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. THIS SOLE AND EXCLUSIVE REMEDY IS SEPARATE AND INDEPENDENT OF ANY OTHER PROVISION THAT LIMITS OUR LIABILITY OR YOUR REMEDIES UNDER THIS AGREEMENT.

Indemnification
You will indemnify, defend and hold the Company harmless from and against any and all claims, actions, demands, causes of action and other proceedings arising from or related to any of the following (the “Claims”): (a) your use of, inability to use, or activities in connection with the Website or any Service; (b) any violation of these Terms of Use or any other Company terms, conditions or policies by you or through any account you may have with any Website; (c) any transaction made by you through this Website; (d) any allegation that any materials that you make available through the Website infringe or otherwise violate the intellectual property, privacy, or other rights of any third party; or (e) your violation of any rights of any Website visitor, user, or customer, or any other third party; and you agree to reimburse the Company on demand for any damages, losses, costs, judgments, fees, fines and other expenses they incur (including attorneys’ fees and court costs) as a result of any Claim(s).

Force Majeure
We shall be excused under this Terms of Use if we fail or are prevented, forbidden or delayed from performing by reason of: (a) any provision of any present or future law or regulation or order of any court, the United States of America, or any State or local government body, (b) any act or omission of a third party, or (c) any criminal acts of third parties, war, viruses, acts of public enemies, severe weather conditions, utility failures, strikes or other labor disturbances, fires, floods, other natural disasters, other acts of God, unforeseeable acts of employees, telecommunication or interruption of Internet service, or any causes of like or different kind beyond any reasonable control of the party.

Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use 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 of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use 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 of Use will continue in full force and effect.

Entire Agreement and Assignability
The Terms of Use (including the Privacy Policy) constitute the sole and entire agreement between you and the Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

The Company reserves the right to assign these Terms of Use to a subsidiary or affiliate company at any time.

Termination and Enforcement
The Company may revoke your right to use the Website at its sole discretion, but if the Company does revoke such a right, we will give you written notice of such revocation. You agree that the Company, at its sole discretion, may terminate your access to or use of the Website or the Services, at any time and for any reason, including without limitation if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Upon any such termination, your right to use the Website will immediately cease. You agree that any termination of your access to or use of the Website may be affected without prior notice and that Company may immediately deactivate or delete any username and/or password used by or provided to you, and all related information and files associated therewith, and/or bar any further access to such information or files. You agree that Company shall not be liable to you or any third party for any termination of your access to the Website or to any such information or files and shall not be required to make such information or files available to you after any such termination.

You may voluntarily terminate your use of the Website but you must do so in writing by contacting us by e-mail or by delivering a letter to the physical address listed in the section of the Terms of Use entitled “Contact the Company.” If you close your account, you agree to notify the Company and to stop initiating any transactions.

Modifications to Website and Amendments to Terms of Use
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part hereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website.

We also reserve the right, at any time, to modify, amend or update these Terms of Use without notice. When we do modify these Terms of Use, we will note at the top of these Terms of Use the date of the last update, which should alert you to changes since your prior visit to this Website.

Dispute Resolution
In the event of any dispute, claim or controversy arising from payment obligations of Customer due to the Company regarding payment or the collection of an amount alleged to be owed to the Company under the Terms of Use, or the Website, or both, the Parties agree that such dispute shall be resolved in the Massachusetts courts and the Parties agree they consent to jurisdiction and shall be subject to jurisdiction in these courts. The Company shall be entitled to recover its costs and expenses associated with same, including, but not limited to reasonable fees and costs for attorneys, accountants, collection, expert witnesses, and other professionals as well as interest as provided under Massachusetts law.

With respect to any other dispute arising between the Parties hereto with respect to this Agreement which is not subject to the exclusive jurisdiction of any applicable regulatory bodies, including but not limited to the Commonwealth of Massachusetts Alcoholic Beverages Control Commission, the Customer hereby agrees that any other controversy or claim shall be settled by arbitration occurring in Boston, Massachusetts administered by the American Arbitration Association before a single arbitrator in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, including but not limited to, Massachusetts courts located in Suffolk County, which both Parties consent shall have jurisdiction. The prevailing Party in any court action or arbitration shall be entitled to recover its costs and expenses associated with same, including, but not limited to reasonable fees and costs for attorneys, accountants, collection, expert witnesses and other professional as well as interest as provided under Massachusetts law. The Parties, after consultation of their respective counsel, hereby waive trial by jury in any proceeding or counterclaim brought by either Party against the other. Except as may be required by law or to enforce any arbitration award, neither Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties and shall be enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or clear bias on the part of the Arbitrator. Notwithstanding anything contained in this section to the contrary, each Party shall have the right to institute judicial proceedings against the other Party or anyone acting by, through, or under such other Party, in order to enforce the Party’s rights to injunctive or similar equitable relief, including relief to prevent the destruction of goods or documents involved in the dispute, protect trade secrets or other intellectual property, or provide for security for a prospective monetary award.

Class Action Waiver
Each Party waives the right to litigate in court or arbitrate any claim or dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general. The Parties agree that they may bring claims consistent with the foregoing Paragraph only in an individual capacity and not as a Plaintiff or class member in any purported class or representative action. Unless the Parties agree, no arbitrator may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

Governing Law
Notwithstanding anything set forth in the foregoing, these Terms of Use and use of the Website are governed by the laws of the Commonwealth of Massachusetts, without regard to Massachusetts conflict of laws rules. By virtue of using the Website, you irrevocably consent to the exclusive jurisdiction of the federal and state courts of Massachusetts, for purposes of any legal action arising out of or related to the use of the Website or these Terms of Use.

Contact the Company
If for any reason you wish to contact us about the Website or these Terms of Use, write, e-mail or call the Company as follows:

Martignetti Companies
500 John Hancock Road
Taunton, MA 02780
E-mail address: customercare@martignetti.com
Phone: (781) 348-8000, during normal business hours (8:30a.m. to 5:30p.m., Monday through Friday)

Reports of Intellectual Property Abuse
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Website infringe your copyright, you (or your agent) may send the Company a notice requesting that it remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send a counter- notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See copyright.gov for details. Notices and counter-notices should be sent to: Martignetti Companies, 500 John Hancock Road, Taunton, MA 02780.

We suggest that you seek legal consultation before filing a notice or counter-notice.

The Company respects the intellectual property rights of all users. It is the Company’s policy to respond to any claim that any content posted on the Website infringes the copyright, trademark, or any other intellectual property of any person.

If you are an intellectual property owner, or authorized on behalf of one, and you believe that any copyrighted or trademarked content infringes upon your rights, you must submit any notice to: Martignetti Companies, 500 John Hancock Road, Taunton, MA 02780. You should include in your notice a detailed description of the alleged infringement.

Miscellaneous
If any provision of these Terms of Use shall be deemed to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent. No waiver by either party of breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms of Use, together with all agreements
and statements referred to herein (including the Privacy Policy) and incorporated herein by reference, constitutes the entire agreement between you and Company relating to the subject matter hereof and, except as otherwise provided herein, supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you may be made by posting a notice (or a link to a notice) on the Website, by email, or by postal mail, at Company’s discretion. Without limitation, you agree that a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.