Data Analysis Services Agreement

This Data Analysis Services Agreement (the "Agreement") is by and between DataVine, LLC, an Oregon limited liability company ("DataVine"), and you (the "Client"). DataVine provides data analysis services to members of the wine industry and Client desires to engage DataVine to provide the Services as provided herein.

By registering for and using the SIPI platform, you agree to be bound by the following terms and conditions.

1. Data Analysis Services

Client hereby engages DataVine to provide the Services to Client that are more specifically described below (the "Services"), and DataVine hereby agrees to perform such Services. Consistent with the level of Services chosen by Client, DataVine shall collect, store and analyze Client's Data, as defined below, and provide Client with an analysis of such Data in the form of written reports, statistical analysis, charts, graphs, dashboards, tailored mailing lists and other Client specific tools (the "Deliverables").

Service Tiers

2. Financial Terms

2.1 Payment

Client shall pay to DataVine the monthly fee associated with the level of Services chosen by the Client (the "Service Fee(s)"). DataVine reserves the right to increase the Service Fees at its discretion, provided that DataVine will give Client notice of such increase not less than thirty (30) days prior to implementing the increase.

2.2 Billing and Late Payment

Invoices for the Services provided in the previous month will be sent out at the beginning of the following month and will be due within fifteen (15) days of receipt of such invoice. Invoices not paid within thirty (30) days of the invoice date will be deemed delinquent, at which point DataVine, at its sole discretion, may choose to suspend the Services. Delinquent invoices will accrue interest at one percent (1%) compounded monthly.

2.3 Taxes

The Service Fee does not include applicable transaction taxes. Any and all sales/use taxes arising from the Services performed by DataVine to the benefit of Client shall be borne by Client and shall be in addition to the Service Fee and will be invoiced pursuant to Section 2.2, above.

3. Term and Termination

The term of this Agreement shall commence on the date of account registration (the "Effective Date") and shall continue month to month until terminated by either party as provided herein. Either party may terminate this Agreement for any reason by giving written notice to the other party at least fifteen (15) days prior to the end of the current month. If notice is given less than fifteen (15) days prior to the end of the current month, then the Agreement shall terminate at the end of the following month and both parties' obligations, including Client's obligation to pay the Service Fee, shall continue until such termination. Notwithstanding the foregoing, DataVine may terminate this Agreement immediately and without notice to Client if Client fails to pay the Service Fee as provided herein. Termination for any reason does not relieve Client of its obligation to pay all Fees incurred up to the date of termination, including the full Service Fee for the calendar month when termination occurs.

3.1 Early Termination Fee (Enterprise Tier Only)

For Enterprise Tier clients, Client acknowledges that a significant amount of labor is involved by DataVine in the process of onboarding new clients, including custom integrations and dedicated account setup. Enterprise Tier clients shall pay to DataVine an early termination fee in the amount of one month of the Service Fee if this Agreement is terminated by Client within six (6) months of the Effective Date (the "Termination Fee"). The Termination Fee is in addition to any Service Fees due to DataVine at the time of termination. This early termination fee does not apply to Basic or Professional Tier clients.

4. Data Collection and Storage

4.1 Data Collection

The accuracy of the analysis described in the Deliverables is dependent upon accurate and complete data provided to DataVine by Client. Such data will include, without limitation, sales data, customer preference data, customer lists and contact information and all other data requested by DataVine in its performance of the Services (collectively, the "Data"). Client represents and warrants that to its knowledge all Data provided to DataVine is true and accurate.

4.2 Collection Method

Client shall either directly provide Data in file formats specified by DataVine or grant DataVine the ability to access to Client's Data storage systems, point of sale systems, or other software programs used to store and manage the Data necessary to provide the Services (collectively, "Data Management Systems"). If Client provides DataVine with access to Client's Data Management Systems, DataVine will use its best efforts to preserve the Data on the Data Management Systems, however, Client agrees that DataVine shall not be liable for any loss of Data that results from DataVine's access to the Data Management Systems or the extraction of Data therefrom. Client represents and warrants that DataVine's access to the Data Management Systems will not breach any of Client's licenses from and/or agreements with the providers of the Data Management Systems and Client will indemnify, defend and hold harmless DataVine from any liability resulting from DataVine's access of the Data Management Systems, including without limitation, the extraction of Data therefrom.

4.3 Data Storage

Data sent to or collected by DataVine shall be stored securely and DataVine shall take reasonable steps to protect from unauthorized access or download. However, Client understands that security is not guaranteed and agrees that DataVine shall not be liable for any loss of Data or any consequences thereof. In addition, Client agrees to indemnify, defend and hold harmless DataVine from any liability from third-party claims arising from DataVine's storage of the Data.

4.4 Third Parties

Data sent to or collected by DataVine will not be sold to any third parties.

4.5 Client Data Request

Client may request a copy of their Data once per calendar year. DataVine will take reasonable steps to grant Data requests in a reasonable timeframe but reserves the right to determine the file format and delivery method of such requested Data.

4.6 Third-Party Data (SIPI)

In addition to Client data collected pursuant to this Agreement, Client acknowledges that DataVine collects data and information from third parties (e.g. persons sampling Client's products or others). Such third parties have agreed to DataVine's Privacy Policy (available at https://sipi.ai/privacy-notice), and may have elected to allow DataVine to capture all of the data DataVine requests, or less than all of such information. Client hereby acknowledges that it has reviewed DataVine's Privacy Policy and shall take no action nor use any such third-party information in a manner that contravenes or otherwise is in conflict with such third parties' agreement to DataVine's Privacy Policy. Client shall include an open and obvious "Unsubscribe" option in any email communication sent by Client to any third parties introduced through DataVine or DataVine's services.

5. Confidentiality and Non-Disclosure

In connection with the Agreement, each party may disclose confidential information (the "Confidential Information") (and by such disclosure will be a "Disclosing Party") to the other party (who by receipt thereof will be a "Recipient"). Confidential Information shall be identified as such by the Disclosing Party. Except as permitted in this Agreement, the Recipient shall keep, and cause any of its members, employees, agents and/or representatives to keep the Disclosing Party's Confidential Information confidential and shall refrain from disclosing such information to third parties or otherwise utilizing such Confidential Information without Disclosing Party's prior written consent. The confidentiality obligations set forth in this Section 5 do not apply to Confidential Information that: (i) the Recipient is legally required to disclose; (ii) is already known by the Recipient prior to the date hereof; (iii) is legally obtained from other sources not in violation of an agreement of confidentiality; or (iv) is or becomes part of the public domain through no fault of the Recipient. Each party acknowledges that compliance with this Section 5 is necessary to protect the business, goodwill, and Confidential Information of the other, and that a breach of the same will cause irreparable and continual damage for which money damages may not be adequate. If the Recipient breaches, or threatens to breach this Section 5, the Disclosing Party may seek injunctive and such other and further relief, including damages, as may be proper. Client acknowledges that the provisions of this Agreement concerning loss of Data and limiting DataVine's liability arising therefrom are not limited by the provisions of this Section 5. The provisions of this Section 5 shall survive the termination of this Agreement indefinitely.

6. Ownership and Grant of License for Deliverables

6.1 DataVine

DataVine retains all right, title and interest in and to all software, data analysis tools, materials, intellectual property, proprietary information and technology, and any and all improvements, updates, modifications and Derivative Works of foregoing used by DataVine in its performance of the Services.

6.2 Deliverables

DataVine owns the rights to the Deliverables created from Client's Data in the performance of the Services, including without limitation all reports, statistics, charts, graphs, and dashboards provided as part of the Deliverables. Upon receipt of each Deliverable, DataVine is granting Client a limited, non-exclusive, non-sublicensable, and non-transferable license to use the Deliverables for the purposes set forth in this Agreement or for purposes consistent with the recommendations made in the Deliverables. Client shall not sell, display, copy, or otherwise use the Deliverables for any other purposes without the prior written consent of DataVine.

6.3 Blind Data and Derivative Works

DataVine has the right to use data capture and analysis tools to extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from Client's use of the Services (the "Blind Data"). All Blind Data will be solely owned by DataVine and may be used by DataVine for any lawful business purpose without Client's consent. DataVine is granted interminable rights to utilize any and all Data for the creation of derivative works, including but not limited to creating training algorithms and calculating aggregate statistics (the "Derivative Works"). Derivative Works shall belong solely to DataVine.

7. No Guarantee of Results

Any advice given by DataVine or its associates is based on DataVine's best interpretation of the Data which may be incomplete or inaccurate. Client understands that no guarantee of business success is given in connection with the recommendations set forth in the Deliverables or as part of the Services. Client will not hold DataVine, or its owners, agents, or employees liable for the outcomes resulting from Client's use of the Deliverables or implementation of the recommendations set forth therein or otherwise provided by DataVine in its performance of the Services. The Services provided by DataVine are not meant to serve as or replace those provided by financial planners or business consultants.

8. Relationship of the Parties

The parties intend that DataVine will provide the Services as a non-exclusive independent contractor. Client is interested only in the results to be achieved, and the conduct and control of the work will lie solely with DataVine, and DataVine shall determine the method and manner of performing the Services. DataVine is free to provide similar services to other clients without the approval of Client. Neither DataVine nor its employees will be considered agents or employees of Client for any purpose, and neither DataVine nor its employees shall be entitled to any of the benefits that Client provides for Client's employees.

9. Indemnification

Client shall indemnify, defend, and hold harmless DataVine and its members, employees, attorneys, agents, licensors (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, damages, fines, and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties) incurred by such Indemnified Parties in connection with any claim (including claims by third-parties) to the extent arising from Client's use of the Data, the Deliverables or otherwise related to DataVine's performance of the Services, except to the extent such liability arises from DataVine's breach of this Agreement or DataVine's tortious acts or omissions.

10. Limitation of Liability

In no event shall DataVine be liable to Client or any other party for any direct, incidental, indirect, consequential, special, exemplary, or punitive damages of any kind (including, but not limited to, lost revenue or profits) arising from Client's use of the Deliverables, Client's implementation of any recommendations set forth in the Deliverables or DataVine's performance of the Services. DataVine shall not be liable for loss of Client's data or any liability arising from such loss of data. To the fullest extent possible by law, DataVine's maximum aggregate liability for direct damages arising out of or in connection with the services, including, without limitation, the Deliverables shall not exceed the fees paid by Client under this agreement during the period twelve (12) months prior to the event giving rise to the claim. No action, regardless of form, arising from or pertaining to this agreement may be brought by Client more than one (1) year after such action has occurred.

11. Disclaimer of Warranties

Client expressly understands and agrees that Client's use of the Services shall be at its sole risk, and the Services are provided on an "as is" and "as available" basis. DataVine expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. To the extent that DataVine may not as a matter of law disclaim a warranty, the scope and duration of such warranty shall be the minimum permitted under such law. Client acknowledges that although the Deliverables can be used as an aid to Client to make informed business decisions, the Deliverables are not meant to substitute legal advice, business advice, or Client's own judgment. Any such business decisions or judgments are made at Client's sole discretion and election. Deliverables provided by DataVine should not be used for financial reporting of any kind, including but not limited to tax filings, auditing purposes, accounting, or securing loans from creditors. Information provided by DataVine is meant to provide insights into the business but should not be treated as audited financial statements. DataVine is not liable for any liabilities resulting from the misuse of Deliverables.

12. Miscellaneous Provisions

12.1 Entire Agreement

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter. This Agreement may only be amended in writing executed by both DataVine and Client.

12.2 Binding Effect

The provisions of this Agreement shall be binding and inure to the benefit of the heirs, personal representatives, successors and, to the extent permitted by this Agreement, assigns of the parties.

12.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict-of-law principles.

12.4 Exclusive Jurisdiction and Venue

In any action or proceeding, including any arbitration (if arbitration is mutually agreed to by the parties), seeking to enforce any provision(s) of, or based on any right(s) arising out of, or related to or concerning this Agreement, the parties hereto consent to the exclusive jurisdiction of the courts of the State of Oregon and of any duly appointed arbitrator. In any such action or proceeding, venue shall lie exclusively in Washington County, Oregon, and in no other location. The parties further agree that in any such action or preceding the parties shall appear for deposition at their own expense in Washington County, Oregon at such time as is either mutually agreed upon by the parties or ordered by the court.

12.5 Assignability

Client may not assign its obligations under this Agreement without the prior written consent of DataVine.

12.6 Severability

If any provision of this Agreement is determined to be illegal or unenforceable, the validity of the remaining provisions hereof shall not be affected hereby; and such illegal or unenforceable provision shall be deemed modified to the minimum extent necessary to make it consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

13. Contact Information

For questions about this Agreement or the Services, please contact us:

Email: sales@datavine.us
Company: DataVine, LLC

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By clicking "I agree" during registration, you acknowledge that you have read, understood, and agree to be bound by this Data Analysis Services Agreement.