Alcohol Service Agreement

This Alcohol Services Agreement (this "Agreement") forms part of a binding contract between you ("you" or "Retailer") and Lovingly, LLC, ("we," "us" or "Lovingly"), a Delaware limited liability company with a principal place of business located at 20 Corporate Park Rd., Suite B, Hopewell Junction, NY 12533. This Agreement describes the terms under which Lovingly will provide you with access to Lovingly Platform to enable you to promote and sell products containing alcohol.

1. Definitions

1. "Agreement" has the meaning given to it in the preamble.

2. "Alcohol Products" shall mean a beverage in a sealed container with not more than 15% alcohol content by volume.

3. "Alcohol services" means the opportunity to feature and sell products Alcohol Products through the Lovingly Platform.

4. "Customer" means any individual or entity that browses, inquires about or purchases your products or services either through their use or your use of the Service.

5. "Effective Date" means the date on which you indicated your assent to this Agreement by clicking "I Agree" within your Retailer Account.

6. "Gifter" or "Sender" means the customer purchasing the product.

7. "Liquor License" shall have the meaning given to it in Section 4(a) of this Agreement.

8. "Lovingly Platform" means any online ecommerce platform service provided by Lovingly that a Retailer uses to facilitate the sale of products.

9. "Party" or "Parties" means you or Lovingly or both as dictated by context.

10. "Primary Service Agreement" has that meaning given to it in the Retailer Service Agreement.

11. "Proof of age" means a state issued driver's license or other government issued identification with a photograph of the individual affixed thereon that indicates that the individual is over the age of 21 years.

12. "Recipient" means the person designated by the Gifter to receive the product.

13. "Retailer" has the meaning given to it in the preamble.

14. "Retailer Account" has the meaning given to it in the Retailer Terms of Service.

15. "Retailer Terms of Service" means the terms of service located at https://www.lovingly.com/legal/us/retailer-terms, which describe the general terms of the commercial relationship between you and Lovingly.

16. "Written notice" means any typed or written form of communication, including but not limited to letter via regular mail, facsimile transmission, or email.

2. Incorporated Documents; Conflicts

1. This Agreement incorporates the following documents by reference, the provisions whereof shall be deemed to be included in this Agreement and binding upon the parties hereto:

a. any Primary Service Agreement;

b. the Retailer Terms of Service; and

c. any other agreements, exhibits, appendices, addenda or other terms incorporated by reference in any of these agreements, as may be amended from time to time.

2. If there is any conflict between the terms of this Agreement, the Retailer Terms of Service or any other incorporated terms or documents, such terms or documents will have the following order of precedence (from most to least controlling):

a. this Agreement;

b. any Primary Service Agreement;

c. the Retailer Terms of Service; and

d. any other terms or document incorporated herein.

3. Purpose

Lovingly agrees to provide Retailers access to the Alcohol service. Retailer agrees to abide by all relevant laws and regulations and all stipulations and limitations contained in this agreement.

4. Compliance

1. Agreement. As of the Effective Date and thereafter for the term of this agreement, Retailer attests and agrees that they are aware of and will comply with the alcohol beverage control laws or any other laws governing the sale of alcoholic beverages, of the state where they conduct their business. That they have obtained and maintain in good standing with the appropriate state licensing authority the applicable license or permit required for sale of Alcohol Products for off-premises consumption in the manner which they are selling and delivering such Alcohol Products ("Liquor License"). Retailer agrees that they shall be solely responsible for delivering the Alcohol Products and shall comply with all applicable laws and regulations pertaining to delivery of the Alcohol Products to their customer.

2. Retailer's Responsibility to Customers. In addition to the Retailer's Responsibility to Customers as defined by the Retailer Terms of Service in Section 9, Retailer shall, at its own discretion, accept the order by fulfilling it or rejecting the order by refunding it.

3. Retailer License. Retailer understands and agrees that they are selling alcohol under their own license or permit from the applicable government authority. Retailer agrees to comply with all terms, conditions, requirements and stipulations regarding the operation of their business pertaining to sale of Alcohol Products. Retailer shall be solely responsible for any violations of the terms, conditions, requirements and stipulations pertaining to its license or permit, as well as, for any fines, penalties, or sanctions due to noncompliance.

4. License on File. Lovingly requires a valid and current copy of the Retailer's Liquor License to remain on file at all times during the term of this agreement. Retailer shall supply Lovingly with a current and valid copy of its Liquor License: (a) prior to the availability of the Alcohol service, (b) when a new or updated Liquor License is issued to Retailer, (c) annually, and (d) upon request.

5. Age Restrictions. The Lovingly Platform will collect the birthdate of the Gifter. It will also require an affirmation that the Recipient is at least 21 years at the time of purchase. Retailer shall: (a) use every reasonable means to confirm that the information provided is accurate, (b) require proof of age to purchase (if purchasing in person), (c) At the time of delivery require the Recipient to produce the proof of age of the Recipient and confirm that the Recipient is at least 21 years, and (d) to obtain a signature of Recipient upon delivery of product.

6. Limitation of Service. Lovingly, at its sole discretion, may limit Retailer's breadth and scope of sales in order to assure compliance with Lovingly's terms and conditions. This includes, but is not limited to, removing any Retailer products and limiting the area served, currently intrastate orders only.

7. Insurance. Retailer shall maintain the following insurance coverages:

a. Comprehensive General Liability, with an aggregate limit of Four Million Dollars ($4,000,000.00) and not less than One Million Dollars ($1,000,000.00) per occurrence;

b. Liquor Liability Insurance, with an aggregate limit of Four Million Dollars ($4,000,000.00) and not less than One Million Dollars ($1,000,000.00) per occurrence; and

c. Automobile Insurance with an aggregate limit of Four Million Dollars ($4,000,000.00) and not less than One Million Dollars ($1,000,000.00) per occurrence.

Retailer shall provide Lovingly with the certificates for such insurances at or prior to the commencement of the term of this Agreement. Lovingly shall be added as additional insured on the aforesaid insurance policies. All such insurance certificates shall name Lovingly as an additional insured and shall provide that such policies shall not be canceled without at least thirty (30) days prior written notice to each assured named therein. Coverage afforded to additional insureds will be primary to and non-contributory with, any other insurance available to such additional insureds. All insurance policies shall contain endorsements waiving all rights of subrogation against all additional insureds.

5. Basic Fees

Any sales under this agreement are subject to the Transaction, Credit Card and Chargeback Fees as defined in the Primary Service Agreement.

6. LIMITS OF LIABILITY

IN ADDITION TO THE LIMITS OF LIABILITY AS DEFINED BY THE RETAILER TERMS OF SERVICE IN SECTION 20, RETAILER ALSO AGREES TO HOLD LOVINGLY HARMLESS FROM ANY LOSS, DAMAGES, OR LEGAL LIABILITY OF ANY KIND ARISING FROM THE SALE OF ALCOHOL PRODUCTS OR AS A RESULT OF ANY ACTIONS PERTAINING TO THIS AGREEMENT.

7. Indemnification

In addition to the indemnification obligations of the Retailer under the Retail Terms of Service, the Retailer agrees that Retailer shall defend, indemnify, and hold harmless Lovingly, its affiliates and their respective officers, employees, and agents (collectively the "Indemnified Parties") from and against any and all liabilities, claims, suits, judgments, losses, damages, penalties, fines or costs (including reasonable attorneys' fees and expenses) to the extent that they arise out of (i) any negligence or willful misconduct on the part of Retailer in connection with sale and delivery of Alcohol Products; (ii) any failure of supervision, negligence, or willful misconduct of the Retailer or its employees, agents or contractors in connection with sale and delivery of Alcohol Products; or (iii) any breach or default by Retailer of its obligations under this Agreement, or (iv) otherwise arising out of Retailer's sale of Alcohol Products.

8. Terms; Termination

Either Party may terminate this Agreement immediately by written notice. This Agreement remains effective unless and until such termination occurs. Termination of this Agreement does not terminate any other agreements.