LEGAL
MEMBER EXCHANGE ADDENDUM
This Member Exchange Addendum (this "Exchange Addendum") is entered into by and between CPJP Wine Group, LLC, a California limited liability company ("Drink With Me," "CPJP," "we," "us," or "our"), and the Member, and supplements and forms part of the Drink With Me Member Agreement (the "Member Agreement"). This Exchange Addendum governs your access to and use of the Drink With Me member exchange program (the "Member Exchange"). This Exchange Addendum is incorporated into the Member Agreement, and, if any inconsistency exists between this Exchange Addendum and the Member Agreement, this Exchange Addendum controls with respect to the Member Exchange.
MEMBER EXCHANGE
The Member Exchange is a limited access member feature intended to facilitate transactions involving wines associated with one member and made available for acquisition by another member. The Member Exchange is a discretionary membership benefit and not a public marketplace. Access to the Member Exchange program may be revoked at any time. At any time and in our sole discretion, we may approve, reject, condition, suspend, or otherwise control any listing or transaction of the Member Exchange, with or without notice, to the fullest extent permitted by law. Participation in the Member Exchange may be made subject to Company-designated intake, custody, storage, release, fulfillment, payment, and compliance procedures.
ELIGIBILITY; COMPLIANCE; NO UNLAWFUL ACTIVITY
You may participate in the Member Exchange only while you are a current member in good standing and in full compliance with the Member Agreement, this Exchange Addendum, the Website Terms of Use, and applicable laws. You acknowledge that transactions involving alcoholic beverages are highly regulated and vary by jurisdiction. You agree that you will not use the Member Exchange to engage in any unlawful sale, exchange, or conduct prohibited by applicable laws or that could reasonably be expected to expose us or any of our affiliates or service providers to legal risk. We may refuse any activity in connection with the Member Exchange if we determine, in our sole discretion, that such activity may expose us to legal risk. You are solely responsible for determining whether your participation is lawful in your jurisdiction. We do not represent or warrant that any particular transaction is lawful or available in any jurisdiction.
LISTINGS; REQUESTS; MEMBER REPRESENTATIONS
By making wine available through the Member Exchange, you represent and warrant that you have full right and lawful authority to do so; the wine is not stolen, counterfeit, altered, or unlawfully possessed; doing so violates no laws, agreements, or court orders; and you have not knowingly omitted material adverse information regarding the wine. We may rely on the information you provide without independent verification and may require additional information, documentation, inspection, intake procedures, or other conditions before allowing any wine to be listed, accepted, stored, released, or transferred.
NO WARRANTY AS TO PROVENANCE, AUTHENTICITY, OR CONDITION
Unless Drink With Me expressly provides written, transaction-specific assurances, all wines made available through the Member Exchange are offered "as is," "where is," and "with all faults," subject only to non-waivable rights under applicable law. We do not warrant authenticity, provenance, chain of custody, merchantability, fitness for purpose, or condition, including with respect to any wine associated with another member's cellar. Any descriptor or similar statement is provided for convenience only and is not a warranty. Any intake review by us is limited in scope and does not constitute authentication or guaranty.
INTAKE; STORAGE; CUSTODY; RELEASE
Drink With Me may require that wines participating in the Member Exchange be delivered to and fulfilled from CPJP-approved facilities or service providers. We may refuse any wine we deem unsuitable for the Member Exchange. If we agree to hold or coordinate storage of any wine, such services remain subject to ordinary commercial limitations, casualty risks, facility terms, and applicable fees. Drink With Me is not an insurer, and you remain responsible for obtaining any insurance you consider appropriate unless we expressly agree otherwise in writing.
PRICING; FEES; PAYMENT; TAXES
You agree to pay all prices, fees, taxes, duties, assessments, and other governmental charges disclosed in the member portal, concierge communications, order confirmation, or other transaction-specific communication. Payment procedures and similar matters are governed by the Member Agreement and transaction-specific terms, which are incorporated by reference.
SHIPPING; DELIVERY; GIFTS; RISK OF LOSS
Any shipment or delivery arranged in connection with the Member Exchange is subject to applicable laws, carrier rules, and adult-signature requirements. You are responsible for lawful destinations, accurate delivery information, and an eligible adult recipient where required. Unless we expressly agree otherwise in writing for a specific transaction, risk of loss transfers upon tender to the carrier or other transfer point designated by us. If delivery fails because of an ineligible destination, inaccurate address, absence of a required adult recipient, or other issue attributable to you or your recipient, you remain responsible for the resulting costs, including return shipping, redelivery, storage, spoilage risk, and administrative charges.
CONDUCT; CONFIDENTIALITY; SUSPENSION; DISPUTES
You will not harass, misrepresent, or pressure other members, circumvent Company procedures, or interfere with Drink With Me, its members, or its service providers. You may not use the Member Exchange to conduct off-platform side transactions that circumvent our policies. The Member Exchange is a limited-access feature, and certain information made available through it may be confidential, proprietary, or non-public. You may not reproduce, scrape, distribute, sell, or misuse non-public inventory, pricing, availability, member, or operational information obtained through the Member Exchange, or use it to compete with us or solicit members away from the platform. Drink With Me may investigate suspected misconduct and may suspend or terminate Exchange privileges, or terminate membership for cause. Exchange privileges may be suspended or terminated independently of membership status, and, if your membership ends, your Exchange access ends immediately unless we agree otherwise in writing. We may, but are not required to, assist in resolving disputes relating to Exchange activity and may place a temporary hold on Exchange privileges while reviewing a matter. Our decision whether and how to intervene does not create any fiduciary duty or heightened standard of care.
ASSUMPTION OF RISK; DISCLAIMER
You knowingly and voluntarily assume all risks in participating in the Member Exchange, including risks relating to authenticity, quality, weather exposure, and delays.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE MEMBER EXCHANGE, ALL WINES MADE AVAILABLE THROUGH IT, AND ALL RELATED SERVICES, STORAGE, LOGISTICS, FULFILLMENT, CONTENT, AND COMMUNICATIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AUTHENTICITY, PROVENANCE, ACCURACY, OR CONDITION. DRINK WITH ME DOES NOT WARRANT THAT THE MEMBER EXCHANGE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR THAT ANY LISTING, REQUEST, OR TRANSACTION WILL BE COMPLETED.
LIMITATION OF LIABILITY
IN NO EVENT SHALL DRINK WITH ME, ITS AFFILIATES, AND THEIR RESPECTIVE SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE MEMBER EXCHANGE OR THIS EXCHANGE ADDENDUM, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF DRINK WITH ME ARISING OUT OF OR RELATING TO THE MEMBER EXCHANGE OR THIS EXCHANGE ADDENDUM SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL HANDLING FEES ACTUALLY PAID BY YOU TO DRINK WITH ME IN CONNECTION WITH THE SPECIFIC TRANSACTION GIVING RISE TO THE CLAIM OR (II) US$100. NOTHING IN THIS SECTION LIMITS LIABILITY TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY LAW.
INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Drink With Me and each of its affiliates, parents, subsidiaries, and related entities, and each of their respective managers, members, officers, directors, employees, contractors, agents, representatives, licensors, suppliers, service providers (including fulfillment partners, carriers, payment processors, and event vendors), successors, and assigns (collectively, the "Exchange Indemnified Parties") from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to: (i) your participation in the Member Exchange; (ii) any wine you submit, list, offer, request, transfer, acquire, ship, or gift; (iii) your breach of this Exchange Addendum, the Member Agreement, or applicable laws; (iv) any inaccuracy in or omission from information you provide; (v) any dispute between you and another member or third party relating to Exchange activity; or (vi) any allegation that wine associated with your Exchange activity was unlawfully possessed, transferred, mislabeled, noncompliant, counterfeit, adulterated, damaged, or otherwise problematic. Drink With Me may assume exclusive control of the defense of any matter subject to indemnification, at your expense, and you may not settle any such matter in a manner that imposes any admission, liability, or obligation on any Exchange Indemnified Party without our prior written consent.
INCORPORATED TERMS; AMENDMENT; ENTIRE AGREEMENT
All provisions of the Member Agreement relating to dispute resolution, arbitration, class action waiver, governing law, limitation periods, notices, assignment, waiver, severability, electronic assent, and amendment are incorporated into this Exchange Addendum as if fully set forth herein. We may revise this Exchange Addendum from time to time in accordance with the Member Agreement and applicable laws, and your continued participation in the Member Exchange after the effective date of revised terms constitutes your acceptance except where additional assent is required by law. This Exchange Addendum, together with the Member Agreement, the Website Terms of Use, and any transaction-specific terms expressly accepted or presented by Drink With Me, constitutes the entire agreement between you and Drink With Me with respect to the Member Exchange.
Effective April 2026