SIX88 SOLUTIONS, LLC
Services Agreement


Subject to the terms and conditions of this License Agreement (the "Agreement"), Six88 Solutions, Inc. ("Six88") is willing to license access to and use of ShipCompliant software, services and associated documentation as a software-based compliance service related to the shipment of alcoholic beverages, (individually and collectively, the "Services") to you and the company you represent ("Client") as indicated on the registration/application Client has filled out in association with this Agreement.

  1. LICENSE. Subject to the terms and conditions of this Agreement, Six88 hereby grants Client a limited, non-exclusive, personal license to access and use the Services, solely: (a) for Client's internal use in connection with Client's shipment of alcoholic beverages; and (b) as hosted by Six88 through its website and through accounts established by Six88 for Client's use in accordance with Six88's then-current access and use policies. Client understands that Six88 may from time to time update, change or revise the Services and that such updates are deemed "Services" for all purposes hereunder. Client may, subject to the terms and conditions of this Agreement, designate its employees, accountants or compliance advisors as users authorized to access and review Client's compliance data related to the Services, provided that any such authorized employees, accountants or compliance advisors agree to and abide by the terms and conditions of this Agreement and that Client remains at all times responsible for the acts and omissions of such users.

  2. RESTRICTIONS. Client must not access, use or copy the Services, in whole or in part, except as expressly provided in this Agreement. Client must not modify, reproduce, create derivative works of, distribute, sell, resell, lend, loan, lease, license, sublicense or transfer Client's rights to the Services, any portions thereof, or any software used to provide the Services. Client must not reverse engineer, disassemble, decompile, or translate the Services, or otherwise attempt to derive the source code of or any trade secrets embodied in the Services, or authorize any third party to do any of the foregoing, except to the extent the restriction of any of the foregoing is prohibited by applicable law. The Services contain or may contain trade secrets, trademarks, patents, and copyrights owned by Six88, and Client will maintain the Services (and all passwords or user IDs used to access and use the Services) in strict confidence. Client must not allow any access to or use of the Services by anyone other than Client's authorized users, and any such use must be consistent with the terms, conditions and restrictions set forth in this Agreement. Any attempt to transfer any of the rights, duties or obligations hereunder (including, without limitation, by disclosing user IDs or passwords or otherwise allowing unauthorized use of the Services by third parties) not in accordance with the foregoing is null and void and without any force or effect.

  3. PRIVACY. Use of the Services is subject to the terms and conditions of this Agreement and Six88's privacy policy, as set forth on Six88's Web site at https://sovos.com/privacy-policy/ as of the date hereof (the "Privacy Policy"). Six88 agrees to treat all personally identifiable information of Client and any of Client's customers, employees and agents that Client provides to Six88 ("Personal Data") consistent with the Privacy Policy. Client represents and warrants to Six88 that Client has all necessary right, title, interest and consent necessary to allow Six88 to use the Personal Data for the purposes for which Client provides such Personal Data to Six88, including, without limitation, the delivery of any and all emails pursuant to Client's instructions.

  4. FEES AND PAYMENT. The rates for the Services ("Fees") are the following:

    The fees for the Services ("Fees") are set forth in the Pricing Exhibit attached hereto and made a part hereof.

    Client must pay for all Fees incurred using Client's accounts, however incurred. If Six88 requires use of collection agencies, attorneys, or courts of law for collection on Client's account, Client will be responsible for those expenses. Client will be responsible for all use, sales, and other taxes imposed on the licenses or services provided hereunder.

    Payment by Direct Payment: Client may elect to pay for the Services using direct payment information, which Client will submit to Six88 in connection with the registration for the Services. Client agrees to have the Fees charged to the account each month and authorizes Six88 to automatically submit such charges. If Client's payment is declined for any reason by Client's bank, additional attempts may be made to process your payment. If a declined payment is not resolved by the end of the following month, Client's account may be suspended by Six88. Client authorizes Six88 to bill the account for all outstanding unpaid balances upon termination of this Agreement.

    Payment by Invoice: Client may elect to pay for the Services with invoicing either quarterly, bi-annually, or annually going forward on net 15 day terms. If a payment is not resolved by the end of the following month, Client's account may be suspended by Six88.

  5. TERM. This Agreement will be deemed to have commenced upon the date on which Client accepts the terms and conditions of this Agreement by signing below or otherwise accessing and using the Services, and, unless extended by written agreement of the parties, this Agreement will expire upon the earlier of: (a) written notice from Six88 upon Client's breach of this Agreement; or (b) following the first anniversary of this Agreement upon at least 90 days from written notice from Six88 (which termination may be for any reason or no reason); (c) 10 days from written notice from Client of termination for any reason; or (d) as set forth in Section 4. If the payment terms are negotiated as an annual commitment, the payment terms survive. Upon termination or expiration of this Agreement for any reason, the license set forth in Section 1 will terminate and Client must immediately cease all use of the Services, either return or destroy (at Six88's direction) the Services or portions thereof in Client's possession and all passwords and user IDs used to access the Services and all other information related thereto. Upon termination, Six88 will provide all compliance data back to client in an electronic format and may delete all Client's records from it's systems. Sections 2 through 11 will survive any expiration or termination of this Agreement.

  6. CONFIDENTIALITY. The Services and delivery and use thereof, including source code, binary code, structure, sequence, web-service descriptions, web-services and organization, and any other information related thereto, including, without limitation, any passwords, user IDs, logins or other information relating to performance or use of the Services, constitute confidential information and valuable trade secrets of Six88 and all data regarding Client's customers, including without limitation, identities, addresses, purchasing patterns, and volume of purchases constitute confidential information and valuable trade secrets of Client. Such information is hereinafter referred to as "Confidential Information." Each party agrees to protect the other parties' Confidential Information that is in its possession with the same or comparable security measures as it uses to protect its own confidential l information, provided that such measures will be at least reasonable for such purpose. Each party agrees that, except as expressly directed by the other, it will not at any time during or after the term of this Agreement: (a) disclose any Confidential Information to any third party; (b) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (c) use any of the Confidential Information for any reason other than for the purposes of this Agreement.Each party may disclose Confidential Information to personnel having a need to receive the Confidential Information in the performance of their duties under this Agreement, provided, however, that such personnel are informed of the confidentiality obligations hereunder and each party uses its best efforts to ensure their compliance therewith. If either party is required to disclose the other party's Confidential Information pursuant to any statute, regulation, order, subpoena or document discovery request, it will furnish written notice of such disclosure to the other party as soon as practicable in order to afford such party the opportunity to seek a protective order and the party required to make such disclosure will reasonably cooperate in such efforts (at the other party's reasonable expense). Notwithstanding any of the foregoing, non-personally identifiable aggregate information regarding Client's use of the Services (which means use data that neither identifies any specific customer of Client or Client specifically, including, without limitation, as such information relates to total volumes of shipments using the Services originating in Client's state, total volumes of shipments using the Services from Client's state into other states on a state-by-state basis and similar information) will not be deemed to be Confidential Information of Client and may be used by Six88, upon written approval from Client, which should not be unreasonably withheld, for any purpose that does not result in the direct identification of Client or any of Client's customers. In the event of any conflict between the Privacy Policy and the provisions of this Section 6, the provisions of this Section 6 shall control.

  7. OWNERSHIP. The Services (and all software used to provide the Services) are licensed, not sold, to Client for use only under the terms of this Agreement, and Six88 reserves all rights not expressly granted to Client. Under no circumstances will Client be deemed to receive title to or ownership of any portion of the Services, or any modifications or derivative works thereof, or any intellectual property rights thereto (including, without limitation, copyrights, patents and trade secrets incorporated or embodied therein), title to and ownership of which at all times will remain vested exclusively in Six88.

  8. WINE DIRECT SHIPPING INFORMATION. Six88 uses commercially reasonable efforts to maintain and verify that the Services are accurate and current with respect to information provided about the shipment of alcoholic beverages. However, Client is solely and entirely responsible for Client's compliance with, and will defend, indemnify and hold harmless Six88 from and against any claims arising from any actual or alleged violation by Client of, all international, federal, state and local treaties, laws, regulations and ordinances regarding Client's business and products (including, without limitation, with respect to the shipment of wine or other alcoholic beverages and the payment of all sales, use, value added, licensing and other taxes and charges that may be applicable to Client's operations). Without limiting the foregoing, (a) Client must review its business and financial records and practices for indications of obvious errors prior to using such information for any purpose; (b) Client must review its shipping decisions, compliance status and reports for errors prior to using such information for any purpose; and (c) laws and regulations change frequently and their application can vary widely based upon the specific facts and circumstances involved, and Client acknowledges Client's responsibility to consult with Client's own professional compliance advisors concerning specific direct shipping circumstances.

  9. WARRANTY AND DISCLAIMER. Six88 represents and warrants to Client that Six88 uses commercially reasonable efforts to maintain and verify that the Services are accurate and current with respect to information provided about the shipment of alcoholic beverages. SUBJECT TO THE FOREGOING EXPRESS WARRANTY, THE SERVICES ARE PROVIDED TO CLIENT STRICTLY “AS IS” AND SIX88 AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, ACCURACY OF RESULTS OR INFORMATION, OR UNINTERRUPTED USE, WHETHER EXPRESS, IMPLIED OR STATUTORY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIX88, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.

  10. INDEMNITY AND LIMITATIONS OF LIABILITY.

    10.1 Notwithstanding anything herein to the contrary, Six88 will, at its expense, defend, indemnify and hold Client harmless against any expenses, liabilities and costs, including reasonable attorneys' fees, arising in connection with any claims brought against Client by a third party to the extent arising from an assertion that the Services or any part thereof infringes any copyright, trade secret or trademark right, and Six88 will indemnify Client against all costs, damages and reasonable attorneys' fees that a court finally awards as a result of such claim. The foregoing obligation of indemnification is conditioned up Client providing Six88 notice of any such claim within ten (10) days after Client receives written notice thereof; Client providing Six88 sole control over the defense and settlement of such claim; and the Client providing reasonable assistance (at Six88's expense) in the defense and settlement of such claim. In the event that Client is, or Six88 reasonably believes Client may be, enjoined from using the Services, Six88, at Six88's option and expense, may procure the right for Client to continue using the Services or replace or to modify the Services so that they becomes non-infringing, or provide Client a refund of all pre-paid amounts applicable to such Services and terminate this Agreement with respect to such Services.

    10.2 REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EVEN IF SIX88 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, IN NO EVENT WILL SIX88 OR ITS SUPPLIERS BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR (a) ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THEREWITH, OR (B) ANY AMOUNTS IN EXCESS OF THE TOTAL AMOUNT RECEIVED BY SIX88 FROM CLIENT FOR USE OF THE SERVICES. Each party expressly acknowledges and agrees that the foregoing limitations of liability and allocation of risk reflect part of the bargained-for exchange of the parties with respect to this Agreement and the Services.

  11. REFERENCE. Unless withdrawn upon written request, Client allows Six88 to publicize its relationship with Six88.

  12. GENERAL. This Agreement will be governed by the laws of the State of Colorado, without regard to or application of conflicts of law rules or principles. The parties explicitly disclaim the application of the UN Convention on the Sale of Goods. Any action or lawsuit related to this Agreement must be brought exclusively in either the Federal or State Courts for the City and County of Boulder, Colorado, and each party hereby irrevocably submits and waives any objection to the exclusive jurisdiction and forum of such courts. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Neither this Agreement nor any rights or obligations of Client hereunder may be assigned by Client (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Six88. Any assignment in derogation of the foregoing will be null and void. Six88 may assign this Agreement to any party that assumes Six88's obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. This Agreement is the complete and exclusive statement of the agreement between the parties, and this Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement will not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.