Terms of Service

Agreement to Our Legal Terms

We are Mistvine, Inc. ("Company," "we," "us," "our"), a company registered in Delaware, United States at 131 Continental Dr, Suite 305, Newark, DE 19713.

We operate the website https://mistvine.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at support@mistvine.com or by mail to 131 Continental Dr, Suite 305, Newark, DE 19713, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Mistvine, Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you by support@mistvine.com, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. Intellectual Property Rights

Our Intellectual Property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

Your Use of Our Services

Subject to your compliance with these Legal Terms, including the "Prohibited Activities" section below, we grant you a non-exclusive, non-transferable, revocable license to:

• Access the Services; and
• Download or print a copy of any portion of the Content to which you have properly gained access,

solely for your internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Your Submissions and Contributions

Please review this section and the "Prohibited Activities" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services ("Contributions").

3. User Representations

By using the Services, you represent and warrant that:

• (1) All registration information you submit will be true, accurate, current, and complete;
• (2) You will maintain the accuracy of such information and promptly update such registration information as necessary;
• (3) You have the legal capacity and you agree to comply with these Legal Terms;
• (4) You are not a minor in the jurisdiction in which you reside;
• (5) You will not access the Services through automated or non-human means, whether through a bot, script or otherwise;
• (6) You will not use the Services for any illegal or unauthorized purpose; and
• (7) Your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. User Registration

You may be required to register to use the Services. The Services use passwordless authentication — you sign in with a one-time code or magic link sent to your work email, or via your organization's SSO. You agree to keep your sign-in email account secure (anyone with access to your inbox can request a sign-in link) and will be responsible for all use of your account. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. Purchases and Payment

Payment processing services for our Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Terms and continuing to operate as a subscriber of our Services, you agree to be bound by the Stripe Services Agreement. We accept all major credit and debit cards as well as other payment methods supported by Stripe.

You agree to provide current, complete, and accurate billing and payment information. You further agree to promptly update your account information, including email address and payment details, so that we can complete your transactions and contact you as needed. All fees are quoted in US dollars, and you will be charged in US dollars.

Sales tax, VAT, or other applicable taxes will be added to your invoice as required by law. We reserve the right to change our pricing at any time, and will provide you with advance notice of any pricing changes that affect your subscription.

By subscribing to our Services, you authorize us to charge your chosen payment method on a recurring basis for the subscription fees and any applicable taxes. You are responsible for maintaining valid payment information, and any failed payments may result in suspension or termination of your account.

6. Subscriptions

Billing and Renewal

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Services.

Cancellation

You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at support@mistvine.com.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

Refunds

All fees are non-refundable except as required by law. If you cancel your subscription, you will continue to have access to the Services until the end of your current billing period, but no refunds will be issued for the unused portion of the subscription. We offer a 14-day free trial so you can evaluate the Services before any payment is collected.

7. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as one-time sign-in codes, magic-link URLs, or session tokens.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Sell or otherwise transfer your profile.

8. User Generated Contributions

The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services ("Contributions").

When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions do not violate any applicable law, regulation, or rule.

9. Contribution License

Important Note: The following license applies only to content you publicly share with other users (such as forum posts, public comments, or feedback you submit about the Services). This license does NOT apply to your Customer Data (as defined in Section 22), which remains your exclusive property.

By posting your Contributions to any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions for any purpose, commercial, advertising, or otherwise.

10. Third-Party Websites and Content

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services.

11. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms; (3) refuse, restrict access to, limit the availability of, or disable any of your Contributions; (4) remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

12. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States.

13. Copyright Infringements

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a "Notification").

14. Term and Termination

Term

These Legal Terms shall remain in full force and effect while you use the Services.

Termination for Cause

We may terminate or suspend your access to the Services immediately, without prior notice or liability, if you breach these Legal Terms, engage in fraudulent activity, or violate applicable laws.

Termination for Convenience

We may terminate your account for any other reason with at least 30 days' prior written notice to the email address associated with your account. You will have the opportunity to export your Customer Data during this 30-day period.

Effect of Termination

Upon termination, your right to use the Services will immediately cease. Your Customer Data will be handled as described in Section 22 (User Data), including a 30-day grace period for you to export your data.

15. Modifications and Interruptions

Service Modifications

We may modify, update, or discontinue features of the Services at any time. Material changes that significantly affect your use of the Services will be communicated to you in advance via email or in-app notification. Minor updates, bug fixes, and routine improvements may be implemented without prior notice.

Service Interruptions

We reserve the right to interrupt, suspend, or discontinue the Services for maintenance, upgrades, security patches, or technical issues. While we strive to minimize disruptions, we may perform emergency maintenance or scheduled downtime without prior notice. We will make reasonable efforts to notify you of planned maintenance when possible.

No Liability

We will not be liable to you or any third party for any modification, price change, suspension, interruption, or discontinuance of the Services, except as required by applicable law or as expressly stated in these Legal Terms.

16. Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

17. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute"), the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA").

18. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

19. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

20. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

21. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of your use of the Services or breach of these Legal Terms.

22. User Data

Data Ownership

You retain all rights, title, and interest in and to your Customer Data (all data, content, and materials you upload, submit, or transmit to the Services, including employee information, performance reviews, feedback, and any other business data). We do not claim any ownership rights in your Customer Data.

Data Processing

We will process your Customer Data solely to provide the Services to you, in accordance with your instructions, and as described in our Privacy Policy. We will not use your Customer Data for any other purpose without your explicit consent.

Data Export and Portability

You may export your Customer Data at any time through the Services interface. Upon request, we will provide your data in a standard format (CSV or JSON) within 30 days.

Data Deletion on Termination

Upon termination of your account, we will retain your Customer Data for 30 days to allow you to export it. After this period, we will delete all Customer Data from our systems, except where retention is required by law or for backup purposes (which will be deleted within 90 days).

Your Responsibilities

Although we perform regular routine backups of data, you are solely responsible for maintaining copies of your Customer Data. We recommend regularly exporting your data as a precautionary measure.

23. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

24. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

25. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision.

26. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: