PLEASE READ THE FOLLOWING TERMS AND CONDITIONS ("AGREEMENT") CAREFULLY BEFORE REGISTERING FOR AND USING THE SERVICE (AS DEFINED BELOW). BY REGISTERING FOR THE SERVICE AND ACCESSING THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU ACCEPT AND WILL BE BOUND BY IT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THIS AGREEMENT; (II) THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (III) THAT YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THIS AGREEMENT. IF YOU DON'T HAVE THE LEGAL AUTHORITY TO BIND SUCH PARTY, PLEASE DO NOT CLICK THE "SUBMIT" BUTTON BELOW. OPENBOTTLES CORPORATION ("OPENBOTTLES") RESERVES THE RIGHT TO CHANGE THIS AGREEMENT FROM TIME TO TIME AT ITS SOLE DISCRETION. OPENBOTTLES' TERMS OF USE AND PRIVACY POLICY ARE EXPRESSLY INCORPORATED HEREIN, AND ANY CONFLICTS BETWEEN SUCH AGREEMENTS SHALL BE GOVERNED BY THIS AGREEMENT.

OpenBottles shall use commercially reasonable efforts to make its web-based marketing and lead generation service, including updates thereto, if any, and other related services ("Service") available to you in accordance with this Agreement. If you participate in OpenBottles' lead generation service, you hereby appoint OpenBottles as your nonexclusive, independent referral partner, subject to the terms and conditions of this Agreement.

You shall not post, transmit, re-transmit or store material on or through any of the Services which, in OpenBottles' sole judgment: (i) is in violation of any local, state, federal or foreign law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations. You agree that you will not knowingly use the Services, among other things, to:

• upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• interfere with or disrupt the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
• violate any law applicable to you as a user of the Service; or
• directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Service.

Except for the rights expressly granted herein, this Agreement does not transfer from OpenBottles to you any technology developed, licensed or owned by OpenBottles (including the Services and any derivative works or enhancement thereto), and all rights, title, and interest in and to such technology will remain solely with OpenBottles. Except for the rights expressly granted herein, this Agreement does not transfer from you to OpenBottles any right, title, or interest in and to the Content, which will remain solely with you.

You agree to pay OpenBottles a referral fee of 5% of the total fees you receive from each sale you make as a result of a lead that originated from OpenBottles ("Referral Fees"). OpenBottles will invoice Referral fees monthly in arrears. All other fees are due monthly in advance by the last day of the then-current month. All fees are non-refundable. All fees are due in U.S. Dollars. Delinquent payments (except for amounts under reasonable and good faith dispute) may accrue late charges at the lower of (a) 1.5% of the outstanding balance per month, or (b) the maximum rate permitted by law, from the date such payment was due until the date paid, and may result in suspension of your ability to access the Service until payment is made. Fees do not include any taxes, and you are responsible for paying all taxes associated with your purchases hereunder, excluding taxes based on OpenBottles' net income or property.

If you choose to participate in OpenBottles' lead generation service, within 5 business days after the end of each month, you will provide OpenBottles with a summary of all sales (including the value of those sales) you made as a result of a lead that originated from OpenBottles.

You may upgrade, downgrade or cancel your account at any time; provided, that such upgrade, downgrade or cancellation will only take effect on the first day of the next subscription month (to the extent that all applicable fees have been paid). An upgrade will be treated as a cancellation of the prior subscription. A downgrade of service will result in loss of features and functionality.

The term of this Agreement shall commence on the date that you click the "Submit" button below, and shall remain in effect until either party notifies the other of its intent to cancel this Agreement. Subscriptions commence when OpenBottles activates the applicable account, and continue in one-month increments until terminated pursuant to this Agreement. Either party may terminate this Agreement at any time by providing notice to the other party; provided that such termination shall be effective immediately following the expiration of the then-current subscription term. Notwithstanding anything to the contrary herein, OpenBottles may immediately suspend or terminate the Services, terminate your access and password, or remove any Content within the Service, if OpenBottles concludes, in its sole discretion, that you: (a) breached, violated or acted inconsistently with the letter or spirit of this Agreement, including any applicable OpenBottles policy or any applicable law or regulation; (b) provided false, incomplete or inaccurate information as part of Your account information; or (c) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services. Any termination pursuant to this provision will take effect immediately, and you expressly agree that you will not have any opportunity to cure. Outstanding payment obligations shall survive the expiration or termination of this Agreement.

Each party represents and warrants that it has the legal power to enter into and perform under this Agreement, and that it shall comply with all applicable laws, rules, regulations and orders in its performance hereunder. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SERVICE IS PROVIDED BY OPENBOTTLES “AS IS.” OPENBOTTLES DOES NOT WARRANT THAT THE SERVICE, OR ANY PORTION THEREOF, IS ERROR OR BUG FREE, OR THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED. OPENBOTTLES MAKE NO REPRESENTATION ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE YOU AGREE TO THIS AGREEMENT.

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM YOU HEREUNDER OVER THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY (OR OVER THE FIRST 12 MONTHS IF SUCH INCIDENT ARISES DURING THE FIRST 12 MONTHS); AND (B) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Email support is included in the fees for the Service. Email support is available from 8:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding holidays. Please submit support requests to support@openbottles.com.

OpenBottles reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that OpenBottles shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between OpenBottles and you. Neither OpenBottles nor you will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

You understand and agree that the Services may include certain communications from OpenBottles such as service announcements and administrative messages, and that these communications are considered part of the Service and you will not be able to opt out of receiving them. Notices to OpenBottles may be made by email to support@openbottles.com.

Either party may include the other's name and logo in customer or vendor lists. There are no third party beneficiaries to this Agreement. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's reasonable control. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party, to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other party. Any attempted assignment in breach of this section shall be void. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. This Agreement shall be governed exclusively by the internal laws of the state of California, and all disputes hereunder shall be subject to the exclusive jurisdiction of the courts located in Santa Clara County, California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.