Subscription Terms (Compliance Vine™) | Joy of Wine Company

Master Subscription & Software License Agreement

Compliance Vine™

Effective Date: Date of Purchase: []
Provider: Joy of Wine Company, LLC (“Provider,” “we,” “us”)
Customer: [] (“Customer,” “you”)

 

 

1. Services & Software

1.1 Offerings. Provider supplies (a) subscription services, including updates and support (“Subscription Services”), and (b) a desktop software application known as Compliance Vine™ (“Software”).
1.2 Desktop-First Architecture. The Software runs locally on Customer systems. By default, shipment and customer data are not transmitted to Provider unless Customer opts into cloud features or shares files for support.

2. License Grant & Use

2.1 License. Subject to payment and this Agreement, Provider grants a non-exclusive, non-transferable, revocable license to install and use the Software during the applicable subscription term for internal business purposes.
2.2 License Keys. Activation requires a valid license key issued by Provider. Keys may not be shared or transferred outside Customer’s organization. Provider may verify compliance.
2.3 Restrictions. Customer shall not: (a) reverse engineer (except as legally permitted), (b) circumvent license controls, (c) provide the Software as a service to third parties, (d) use the Software to violate law, or (e) resell without written consent.
2.4 Audit Rights. Provider may, upon reasonable notice, audit Customer’s use of the Software to ensure compliance with this Agreement.

3. Plans, Term, Renewal, Cancellation

3.1 Plans. Plans are described in Exhibit A (Plans & Pricing) and may be updated by Provider prospectively.
3.2 Monthly Plan. Renews month-to-month until cancelled. Cancellation takes effect at the end of the current billing period.
3.3 Annual Plan — Discounted 10%, Billed Annually (12-Month Commitment).
(a) Billing cadence. Charged annually at the discounted rate for the 12-month commitment.
(b) Minimum term. Twelve (12) monthly billing cycles (“Commitment Term”).
(c) Auto-renewal. Unless cancelled at least thirty (30) days before the end of the Commitment Term, the Annual Plan auto-renews for successive 12-month terms (billed annually at then-current discounted rates).
(d) Early termination (prorated refund). If Customer terminates before the Commitment Term ends, Customer will receive a prorated refund for the remaining months of the subscription, minus the 10% annual discount applied to amounts already enjoyed.
(e) Plan changes. Upgrades take effect immediately and may reset pricing. Downgrades take effect at the next renewal (or end of the Commitment Term for the Annual Plan).
3.4 Suspension. Provider may suspend Services or deactivate keys for non-payment, security risks, or material breach, after notice and a reasonable cure period.

4. Fees, Taxes, Payment

4.1 Fees. Fees are as stated at checkout or an Order Form and are non-refundable except as required by law or expressly stated herein.
4.2 Recurring charges. Customer authorizes recurring charges to the payment method on file for each billing period. For the Annual Plan, this charge is made once per year.
4.3 Late payment. Overdue balances may accrue 1.5% per month (or the legal maximum) and may trigger suspension.
4.4 Taxes. Fees exclude taxes. Customer is responsible for sales/use/VAT or similar taxes (excluding taxes on Provider’s income).

5. Support & Updates

5.1 Support. Email/phone support during published business hours. Targets are in Exhibit B (Support & SLA).
5.2 Updates. Active subscriptions include bug fixes and minor updates. Provider, in its sole discretion, determines the timing and content of such updates. Major upgrades or add-ons may be sold separately.
5.3 Third-party changes. Integrations (e.g., Vivino, WineDirect, Commerce7) may change. Provider will use commercially reasonable efforts to maintain compatibility.

6. Data, Security & Privacy

6.1 Local data control. Data is stored locally by default. Optional features (license validation, update checks, connectors) may transmit minimal operational data. Customer acknowledges the Software’s desktop-first design keeps data local by default and that Customer controls whether any data is transmitted externally; Provider is not responsible for Customer endpoint security, backups, or access controls.
6.2 Customer responsibilities. Customer is responsible for device security, backups, OS-level permissions, and optional file encryption settings.
6.3 Privacy. Provider processes account and billing data per its Privacy Policy at [joyofwine.co/legal/privacy] (or successor URL).
6.4 Confidentiality. Each party will protect the other’s confidential information with reasonable care and use it only to perform this Agreement.

7. Compliance, Accuracy, and Allocation of Responsibility

7.1 No Legal/Tax Advice. The Software is a computational aid. Provider does not provide legal, tax, or compliance advice and does not guarantee regulatory outcomes.
7.2 Customer Responsibility for Accuracy. Customer is solely responsible for: (a) selecting jurisdictions, taxability rules, rates, units (bottles vs. liters), and mapping (e.g., ZIP-to-county); (b) verifying all calculations and outputs; and (c) preparing, filing, and paying any taxes, fees, or reports.
7.3 Data Sources & Changes. Regulations, rates, and filing rules change frequently. The Software may rely on datasets (including Customer-provided data and third-party sources). Provider has no obligation to update such data on any particular schedule and makes no warranty that any rate, rule, or mapping is current or correct.
7.4 Review Obligation. Customer must review and validate every report or export before submission. Customer assumes the entire risk as to the accuracy, sufficiency, and suitability of outputs.

8. Intellectual Property

8.1 Ownership. Provider and its licensors retain all IP rights in the Software, Services, documentation, and trademarks (including Compliance Vine™ and Compliance Joy™).
8.2 Feedback. Provider may use feedback without restriction.

9. Warranties & Disclaimers

9.1 Limited Warranty (Operation Only). For thirty (30) days from initial delivery, the Software will substantially perform per documentation. Provider’s exclusive remedy is repair, replacement, or a refund of the affected month’s fee, at Provider’s option. Provider warrants that, when delivered, the Software will not contain viruses, Trojan horses, or other malicious code inserted by Provider.
9.2 No Accuracy Warranty. Provider makes no warranty (express or implied) regarding the accuracy, completeness, or correctness of any calculation, rate, rule, mapping, or report output by the Software.
9.3 General Disclaimer. Except as expressly stated in §9.1, the Software and Services are provided “as is” and “as available.” Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and accuracy of results.

10. Limitation of Liability

10.1 No Liability for Regulatory Losses. To the maximum extent permitted by law, Provider shall have no liability for fines, penalties, interest, back taxes, assessments, rejected filings, audit costs, lost refunds, or other governmental or third-party claims arising out of or relating to the Software’s calculations, outputs, or Customer’s reliance thereon.
10.2 Exclusive Remedies for Software Faults. Customer’s sole and exclusive remedy for any error, defect, or nonconformity in the Software is correction/re-performance or a refund of the fees paid for the month in which the issue occurred, at Provider’s option.
10.3 Indirect Damages Waiver. Neither party is liable for indirect, incidental, consequential, special, cover, or punitive damages, or for lost profits or revenue, even if advised of the possibility.
10.4 Aggregate Cap. For all claims not excluded by §10.1 and not governed by §10.2, each party’s total liability is capped at the amounts paid by Customer to Provider in the twelve (12) months preceding the claim.

11. Indemnification

11.1 By Provider. Provider will defend Customer against third-party claims alleging that the Software, as provided, infringes U.S. IP rights, and pay final damages, provided Customer promptly notifies and cooperates. Provider may (i) modify, (ii) procure rights, or (iii) terminate the affected subscription and refund prepaid amounts for the remaining period (if any).
11.2 By Customer. Customer will defend, indemnify, and hold harmless Provider from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from Customer’s filings, payments, reporting decisions, data, configuration, use of outputs, reliance on any calculation, rate, rule, or mapping produced by the Software, or violation of law.
11.3 Mitigation. Provider may, at its option, provide guidance or updates; such actions do not create a duty to correct past filings or assume liability.

12. Termination

12.1 For cause. Either party may terminate for uncured material breach after thirty (30) days’ written notice.
12.2 Effect. Upon termination or expiration, licenses cease, keys may be deactivated, and Customer will uninstall the Software. Sections intended to survive will survive.

13. Publicity

Provider may list Customer’s name and logo as a customer. Customer may opt out by written notice.

14. Export & Sanctions

Customer will not export or permit access to the Software contrary to U.S. export controls or sanctions.

15. General

15.1 Order of precedence. If there is a conflict, an Order Form (if any) governs, then this Agreement and Exhibits.
15.2 Assignment. Neither party may assign without consent, except to an affiliate or in connection with a merger/sale.
15.3 Notices.
Provider: Joy of Wine Company, LLC, [address], Attn: Legal, legal@joyofwine.co
Customer: the billing/account email on file
15.4 Governing law; venue. Laws of Virginia (conflicts excluded); courts in Virginia Beach, VA.
15.5 Force majeure. Neither party is liable for delays or failures to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, natural disasters, and failures of third-party services. The affected party will provide prompt notice of the event.
15.6 Entire agreement; updates. This is the entire agreement. Provider may update terms prospectively. Material adverse changes to active Annual Commitments apply upon renewal.

Exhibit A — Plans & Pricing

• Monthly Plan: $[99]/month, cancel anytime.
• Annual Plan (10% off, billed annually): $1,069.20/year, 12-month commitment, auto-renews for 12-month terms unless cancelled 30+ days before renewal.
• Professional / Enterprise / Consultant Tiers: as published at joyofwine.co or stated in an Order Form.
• Notes: Prices exclude taxes and optional services (e.g., custom development, training).

Exhibit B — Support & SLA

• Hours: Mon–Fri, 10:00–18:00 ET
• Channels: support@joyofwine.co, 573-JOY-WINE
• Response targets: Standard within 1 business day; Priority (Pro/Enterprise) within 4 business hours.
• Updates: Bug fixes and minor releases included. Provider determines timing and content in its sole discretion. Major version upgrades as published.