1

RETAILER LISTING TERMS & CONDITIONS AGREEMENT

THIS RETAILER LISTING TERMS & CONDITIONS AGREEMENT (this “Agreement”) is a binding agreement by and between

Vivino, Inc., (“Vivino”) and the party clicking “Sign-Up” button (“Merchant”).

A. Vivino has developed a mobile application (the “App”) and website (“Site”) that individuals (each a

“User”) can use to obtain immediate information (“Results”) about a bottle of wine (“Product”).

B. Merchant desires to include a listing in the Results for Products identified by Merchant as being available

for sale by Merchant (“Merchant Products”) that includes an active link (“Link”) to Merchant’s website (“Merchant Site”) to

enable Users to purchase such Product directly from Merchant (collectively, the “Service”).

C. Vivino desires to provide such Links to Users, subject to the terms and conditions contained herein.

VIVINO PROVIDES THE SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS

AGREEMENT AND IN THE CURRENT VERSION OF VIVINO’S TERMS OF USE, AVAILABLE AT

WWW.VIVINO.COM./TERMS, WHICH ARE HEREBY INCORPORATED BY REFERENCE WITHIN THIS

AGREEMENT, AND ON THE CONDITION THAT MERCHANT ACCEPTS AND COMPLIES WITH THEM. BY

CLICKING THE “SIGN-UP” BUTTON MERCHANT (i) ACCEPTS THIS AGREEMENT (INCLUDING THE VIVINO

TERMS OF USE) AND AGREES THAT MERCHANT IS LEGALLY BOUND BY IT TERMS; AND (ii) REPRESENTS

AND WARRANTS THAT (a) MERCHANT IS OF LEGAL AGE TO ENTER A BINDING AGREEMENT; AND (b) IF

THE PARTY CLICKING “SIGN-UP” IS DOING SO ON BEHALF OF A CORPORATION OR OTHER LEGAL

ENTITY, SUCH PERSON HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON

BEHALF OF SUCH CORPORATE ENTITY AS “MERCHANT” AND BIND SUCH CORPORATE ENTITY AS

“MERCHANT” TO ITS TERMS. IF MERCHANT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT,

VIVINO WILL NOT AND DOES NOT LICENSE THE SERVICE TO MERCHANT AND MERCHANT MUST NOT

ACCESS OR UTILIZE THE SERVICE.

1. LISTING AGREEMENT.

a. Listing. Subject to Sections 1(b) and 1(c) below, Vivino agrees to include a Link to the Merchant Site in

the Results for Merchant Products displayed to Users of the App and Site.

b. Listing Data. “Listing Data” means any and all information and data provided to, or obtained by, Vivino in

connection with each Merchant Product, including but not limited to: (i) identification of any Merchant Product to be

included in Results; (ii) the geographic territory, at the Country/State level, in which such Merchant Product is available

(“Designated Territories”); and (iii) the URL for the Merchant Site to which the applicable Link should direct Users.

c. Listing Options. Merchant may select from one of the two listing options provided below. Unless

otherwise expressly stated, both options are subject to the terms and conditions of the Agreement:

i. Basic Customer. The Basic Customer offering includes the services described in Section 1(a) and

1(b) at no charge to Merchant; however, Vivino reserves the right, in its sole discretion, to require payment for the Basic

Customer offering in the future. In the event Vivino decides to offer the Basic Customer offering for a fee or elects to offer

only the Preferred Customer offering, Vivino shall notify Merchant of the change the Site with a minimum of seven (7) days’

notice and provide information regarding continuation of the Service for a fee. If Merchant does not provide the applicable

fee necessary, this Agreement will terminate within seven (7) days of notification of the change, or any other the timeframe

provided by Vivino in the applicable notification.

ii. Preferred Customer. The Preferred Customer offering includes the services described in Section

1(a) and 1(b) in addition to an enhanced listing, as determined by Vivino, which may include, but without obligation or

guarantee, a priority position for Listing Data and features that may be introduced from time-to-time. This offering is subject

to the Fees described in Section 2 below.

iii. After selecting one of the two offerings listed above, Merchant may change its selection, subject to

the payment of Fees, if applicable, at any time by notifying Vivino in writing and following the instructions provided by

Vivino at such time.

2

d. Provision of Listing Data. Merchant acknowledges and agrees that Vivino shall, in its sole discretion,

receive Listing Data in any of the following ways (each a “Data Delivery Method”):

i. Vivino may obtain Listing Data from Merchant Sites using any reasonable technological means

determined by Vivino, including screen readers, web scrapers, or similar technologies; or

ii. Merchant shall provide Vivino with either a real-time data feed, daily provision of data files, or

other data deliveries in a format acceptable to Vivino.

e. Listing Restrictions. Regardless of the Data Delivery Method by which Vivino receives the Listing Data,

Merchant represents and warrants that:

i. the Listing Data is accurate and complete,

ii. the Listing Data does not include Products that Merchant does not sell or distribute or that are out-

of-stock of not included in Merchant’s current inventory;

iii. the prices specified in the Listing Data for each Merchant Product accurately reflect the prices at

which a consumer may purchase the applicable Merchant Product from Merchant in the regular course of business;

iv. Merchant is legally authorized to sell, advertise for sale, distribute, and advertise for distribution,

all Merchant Products identified in the Listing Data in the Designated Territories and Merchant has all necessary permits,

licenses, and legal authorizations to do so;

v. the Listing Data reflects Merchant’s current inventory, either as a result of Merchant providing a

real time data feed or as a result of Merchant providing Data Files that are updated no less than weekly.

e. Review of Listing Data. In the event that Vivino is required to employ a Data Delivery Method by which

Vivino collects Listing Data, Vivino reserves the right to require the Merchant to review all or a portion of any collected

Listing Data to ensure that the Listing Data, or any portion thereof, is accurate, correct, and complete and complies with the

Listing Restrictions set forth in Section 1(e) above.

f. Usage Data. Merchant acknowledges and agrees that, solely to the extent permitted by Vivino’s privacy

policy and any restrictions imposed by applicable law or the App Store Rules, Vivino reserves the right to track user

interactions with all Merchants via the App or Site (“Usage Data”), and de-identify all such data to create aggregate, non-

personally identifiable reports (“Abstract Data”) and share such Abstract Data with third parties, including Merchant, in its

sole business judgment.

e. User Interactions. In the event that Merchant elects to participate in any of the social and community

functions provided by the App or Site, such as user discussions or reviews, Merchant agrees to comply with and be bound by

the terms and conditions of the Vivino Content Policy, as such may be updated, amended, and revised by Vivino from time to

time in its sole discretion.

f. Limitations on Listing Data. Nothing contained herein shall be construed as requiring Vivino to include in

the Listing Data all Products offered for sale by Merchant. Vivino hereby disclaims any warranties that the Listing Data will

exhaustive with respect to all Products sold by Merchant.

2. PAYMENT TERMS.

a. Fees. If Merchant selects the Preferred Customer offering, Merchant agrees to pay to Vivino the following

fees and charges (“Fees”), which are exclusive of any applicable sales tax, value added tax, or service tax, which may be

charged in addition to the Fees and that you agree Vivino may collect using your Payment Method (as defined below):

i. A monthly listing fee (“MLF”) equal $100 per month; and

ii. A pay-per-click fee (“PPC”) equal to $0.30 for each time a Link is displayed to a unique User and

clicked by the User per day (each a “Click”). For clarity Vivino shall use commercially reasonable efforts to identify each

unique User so that if the same unique User clicks on the same Link within a twenty-four (24) hour period, only one PPC

3

shall be charged for such unique User, provided, however, that Vivino shall not be responsible, nor shall Merchant be entitled

to a credit or refund, for any failure to de-duplicate any Clicks where such commercially reasonable efforts are not successful

due to factors outside Vivino’s reasonable control, such as lack of adequate information to identify the User.

b. Fee Changes. Vivino reserves the right to adjust the Fees at any time by providing Merchant with no less

than seven (7) days’ notice prior to the effective date the new Fees will take effect.

c. Invoicing; Suspension.

i. If Merchant selects the Preferred Customer offering, commencing as of the date Merchant clicks

“Sign Up”, the MLF shall be due and payable each month in advance of the next month, and the PPC shall be invoiced at the

end of each monthly cycle for the prior monthly cycle, with the due date for all Fees due for each monthly period on the same

day each month as the date Merchant clicked “Sign Up” (or, in the event that Vivino grants Merchant any free trial period

(“Free Trial”), then on the day immediately following expiration of such Free Trial), or, in the event that the Effective Date

falls the 31st of a Month, the Fees shall be due and payable on the 30th day of any month that does not have 31 days or the

28th day in the case of February (the “Payment Date”);

ii. Merchant shall maintain a current payment method on file with Vivino, which payment method

may include a current credit card, debit card, bank account, or PayPal account (‘Payment Method”);

iii. Merchant hereby authorizes Vivino to charge the Fees to the Payment Method on each Payment

Date; and

iv. In the event that any Payment Method is declined, Vivino shall provide Merchant with an email

invoice for the Fees, which invoice shall be immediately due and payable, and Merchant hereby acknowledges and agrees

that: (A) Vivino shall have the right to charge interest at the lesser of one and one half percent (1.5%) per month or the

highest rate allowed by law, accruing from the Payment Date until the date upon which Merchant makes payment of the

outstanding amount; (B) suspend or terminate this Agreement; and (C) recover from Merchant any and all reasonable

expenses (including attorneys’ fees) incurred by Vivino in collecting such amounts.

d. Calculation of Fees. Merchant acknowledges and agrees that tracking of Clicks (the “Fee Metrics”) will be

determined solely by Vivino in accordance with Vivino’s reporting and/or tracking procedures. Merchant further agrees and

acknowledges that the determinations of Vivino with respect to the calculation of the Fee Metrics are final and not subject to

petition or debate.

3. LICENSE. Subject to the terms and conditions of this Agreement, including payment of the Fees, if applicable,

Vivino hereby grants to Merchant a non-exclusive, limited, revocable, non-assignable, and non-transferable license during

the Term to access and use the interactive, web-based dashboard provided by Vivino (the “Dashboard”) and the data output

setting forth the number of Clicks generated by Merchant (the “Click Data”).

4. TERM AND TERMINATION.

a. Term. The term of this Agreement will commence on the date Merchant clicks “Sign Up” and will

continue until terminated as set forth herein; provided, however, that in the event of a Free Trial of the Preferred Customer

offering, the term of this Agreement shall automatically commence upon the expiration of such Free Trial unless Merchant

notifies Vivino in writing that it elects to discontinue using the Service after expiration of the Free Trial, in which case the

term of this Agreement shall continue until terminated.

b. Termination. Either party may terminate this Agreement at any time upon providing seven (7) days prior

written notice to the other party, provided, however, that except in the event of a material breach by Vivino, any and all Fees

pre-paid by Merchant prior to the date of termination shall be forfeited and non-refundable. In the event of a Free Trial of the

Preferred Customer offering, Merchant may terminate this Agreement immediately without notice at any time during a Free

Trial Period. Upon expiration of this Agreement, Vivino reserves the right, without the obligation, to continue to list

Merchant within its App and the Site and to include a Link to the Merchant Site in the Results for Merchant Products

displayed to Users of the App and Site.

c. Survival. Any termination of this Agreement shall be without prejudice to the rights of either party against

4

the other in respect of any antecedent claim or breach of any of the provisions of this Agreement. Any obligations of the

parties relating to limitations on liability, confidentiality and indemnification, as well as any other obligations under this

Agreement that by their nature are intended to survive, shall survive termination of this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF MERCHANT.

a. Representations and Warranties. Merchant represents and warrants that:

i. All information provided to Vivino by Merchant is, and will continue to be, accurate, complete,

and current, including, without limitation, Merchant’s legal name, address and other requested contact information, and all

Listing Data.

ii. The Merchant Sites accessible via the Links do not and will not contain any content that: (A)

violates any rights of third parties, including but not limited to copyright, patent, trademark, trade secret, confidentiality or

other proprietary rights, (“IP Rights”); (B) promotes the use of illegal substances, nudity, sex, pornography, expletives or

inappropriate language; or (C) violates any applicable law or the Wine Industry Code of Advertising Standards (the “Code”);

and

iii. The publication, reproduction, display, modification, distribution or transmission of any of

Merchant’s Links does not and will not violate the Code or any applicable law, statute, or any rule of any wireless carrier or

of Apple, Inc., or Google, Inc.

6. CONFIDENTIALITY.

a. General. Each party agrees that any information or data: (i) fixed in a tangible medium and furnished by

one to the other under this Agreement and marked as the confidential or proprietary information of the disclosing party; or (ii)

not marked, but which, a reasonable person would conclude is of a confidential nature given the facts and circumstances of

such disclosure, is, in each case, stated to be confidential or proprietary to the other party (“Confidential Information”).

Confidential Information shall not include information that demonstrably: (A) was in the other party’s lawful possession prior

to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (B) is or

becomes a part of the public domain through no wrongful act or omission of the other party or of any non-party who

breached a duty of confidentiality by placing the Confidential Information in the public domain; (C) is lawfully disclosed to

the other party by a non-party without restriction on disclosure; or (D) is independently developed by the other party without

use of or reference to the other party’s Confidential Information. The parties shall not, unless required by law, make each

other’s Confidential Information available in any form to any third party (except each party’s respective legal, tax, and

accounting advisors) or to use each other’s Confidential Information for any purpose other than in the performance of this

Agreement. Each party acknowledges and agrees that, because of the unique nature of Confidential Information, there can be

no adequate remedy at law for breach of this confidentiality provision, and that such breach would cause irreparable harm to

the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, in addition to

whatever remedies it might have at law or under this Agreement; and

b. Click Data. Merchant acknowledges and agrees that the Click data constitutes the Confidential Information

of Vivino, and Merchant: (i) shall use the Click Data only for its internal business uses; (ii) shall not permit, authorize, or

assist any third-party to disclose the Click to any third party; or (iii) shall not re-purpose, repackage, or reuse the Click Data,

or create any derivative works thereof.

6. DISCLAIMER OF WARRANTIES.

a. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VIVINO MAKES NO

WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED

WITH REGARD TO THE APP, SITE, DASHBOARD, OR CLICK DATA, INCLUDING WITHOUT LIMITATION ANY

IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE

PRACTICE. WITHOUT LIMITING THE FOREGOING, THE APP, SITE, DASHBOARD, OR CLICK DATA ARE

PROVIDED BY VIVINO “AS IS” AND “AS AVAILABLE” AND MERCHANT’S USE OF THE APP, SITE,

DASHBOARD, OR CLICK DATA IS SOLELY AT MERCHANT’S OWN RISK. VIVINO DOES NOT WARRANT

THAT THE APP, SITE, DASHBOARD, OR CLICK DATA WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-

5

FREE, NOR DOES VIVINO MAKE ANY WARRANTY OR GUARANTEE WITH REGARD TO RESULTS THAT MAY

BE OBTAINED BY USE OF THE APP, SITE, DASHBOARD, OR CLICK DATA, INCLUDING ANY WARRANTY

WITH RESPECT TO THE NUMBER OF CLICKS OF ANY LINK OR ANY SALES OF MERCHANT PRODUCTS

THAT MERCHANT MAY OBTAIN FROM ADVERTISING PURSUANT TO THIS AGREEMENT. MERCHANT

EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED BY VIVINO EXTEND ONLY

TO PERMITTING MERCHANT TO PLACE AND PUBLISH A LINK ON THE APP OR SITE AND THAT ANY

TRANSACTION WHICH TAKES PLACE THEREAFTER BETWEEN MERCHANT AND ANY USER OF THE APP OR

SITE IS THE SOLE RESPONSIBILITY OF MERCHANT AND SUCH USER, AND VIVINO BEARS NO

RESPONSIBILITY FOR, AND IN NO WAY PARTICIPATES IN, SUCH TRANSACTION AND IS NOT RESPONSIBLE

OR LIABLE FOR ANY DAMAGES THAT MERCHANT MAY INCUR AS A RESULT THEREOF, INCLUDING,

WITHOUT LIMITATION, AS A RESULT OF CREDIT CARD FRAUD.

b. IN NO EVENT SHALL VIVINO BE LIABLE FOR ANY INDIRECT, INCIDENTAL,

CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER

(INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS, EVEN IF IT HAS BEEN NOTIFIED OF

THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VIVINO’S LIABILITY UNDER THIS

AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE LESSER

OF (I) $1000 US DOLLARS OR (II) THE TOTAL FEES PAID BY MERCHANT TO VIVINO IN THE THIRTY (30)

DAYS PRIOR TO THE DATE ON WHICH ANY SUCH CLAIM AROSE. VIVINO WILL HAVE NO LIABILITY WITH

REGARD TO ANY DEFECT OR FAILURE OF ANY SYSTEM USED TO TRACK CLICKS.

7. INDEMNIFICATION. Merchant will indemnify, defend, and hold harmless Vivino and its directors, officers, and

employees from and against all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever

(including reasonable attorneys fees) arising out of or relating to Merchant’s actions under this Agreement, including without

limitation any breach by Merchant of this Agreement, any and all Merchant Products sold or distributed by Merchant, any

fraudulent or illegal conduct by Merchant (including any transaction with underage persons), and/or any dispute whatsoever

between Merchant and any customer or User.

8. OWNERSHIP. Vivino and Merchant each agree and acknowledge that, as between Vivino and Merchant all right, title

and interest in and to the App, Site, Dashboard, and Click Data and all data collected or stored as a consequence of or in

relation to any use of the App, Site or Dashboard shall remain the exclusive property of Vivino, including all IP Rights

therein. All rights not expressly granted by Vivino herein are reserved.

9. Notice. All required written notices from Merchant to Vivino must be sent pre-paid postage to:

Vivino, Inc.

548 Market St. #59953

San Francisco, California 94104

Attn: Vivino Retailers

Or by email to: retailers@vivino.com

10. MISCELLANEOUS. This Agreement will be governed in accordance with the laws of the State of California, other

than such laws, rules, regulations, or case law which would result in the application of the laws of a State other than

California. If any part of this Agreement is found invalid, such invalidity will not affect the remaining portions of this

Agreement, and the parties will substitute for the invalid provision a provision that most closely approximates the intent and

economic effect of the invalid provision. This Agreement constitute the entire agreement between the parties with respect to

the subject matter hereof. Merchant may not assign or transfer any of its rights or obligations under this Agreement, any such

attempted assignment or transfer will be void, and Vivino may immediately terminate this Agreement and any Links without

liability. The waiver by any party of a breach of any provision of this Agreement, will not be construed as a waiver of any

subsequent breach of the same or any other provision of this Agreement, nor will any delay or omission by either party to

exercise or enforce any right or remedy hereunder operate as a waiver of any right or remedy. This Agreement may be

modified by Vivino at any time upon thirty (30) days prior written notice published via the App, Site or by e-mail notification

to Merchant.

6