This agreement (the "Terms & Conditions") is a legally binding agreement between you and Direct Wines, Inc., its affiliates, and its and their respective parents and subsidiaries (individually and collectively, "Company," "we," "our" or "us"), and applies to your use of the URL, https://www.wsjwine.com, and all other websites, social media pages and accounts owned by the Company (individually and collectively, the "Websites"), and all mobile applications owned by the Company (together with the Websites, collectively, the "Company Sites"). Through the use of the Company Sites, the Company markets wines and related products directly to consumers, and offers consumers the opportunity to take advantage of the various services offered by the Company, including, without limitation, the opportunity to purchase wine and related products from Licensed Retailers and to register as members of the various Wine Clubs that the Company services (the "Wine Clubs") (collectively, the "Wine Services"). BY CLICKING THE "I AGREE" BUTTON OR BY USING THE COMPANY SITES, INCLUDING, WITHOUT LIMITATION, BY PARTICIPATING IN THE WINE SERVICES, YOU HEREBY AGREE TO THE FOLLOWING TERMS & CONDITIONS AND OUR {PRIVACY POLICY}. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS & CONDITIONS AND PRIVACY POLICY, PLEASE DO NOT USE THE COMPANY SITES.

1. Billing; Cancellations.

a. Wine Club Memberships. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY WILL USE A RECURRING PAYMENT SYSTEM IN CONNECTION WITH WINE CLUB MEMBERSHIPS. THE METHOD OF PAYMENT LINKED TO YOUR ACCOUNT WILL BE AUTOMATICALLY CHARGED ON A QUARTERLY BASIS IN ACCORDANCE WITH THE SHIPPING SCHEDULE OF YOUR APPLICABLE WINE CLUB. THERE IS NO ONGOING COMMITMENT TO REMAIN A MEMBER OF A WINE CLUB AND TO RECEIVE THESE SHIPMENTS OF WINE, INCLUDING, WITHOUT LIMITATION, ANY HOLIDAY SHIPMENTS. YOU MAY CANCEL YOUR WINE CLUB MEMBERSHIP OR ANY HOLIDAY SHIPMENTS AT ANY TIME BY CONTACTING US AT 1-877-975-9463, AND WE WILL PROMPTLY STOP PROCESSING THE RECURRING PAYMENTS. {SECTION 2} (TITLED "ORDERS") SETS FORTH ADDITIONAL TERMS CONCERNING ANY CHANGES TO THE PRICE OF WINE CLUB MEMBERSHIPS, AND YOUR ABILITY TO CANCEL YOUR MEMBERSHIP BEFORE BEING CHARGED FOR THE NEXT SHIPMENT.

b. Individual Orders. You may cancel pending orders at any time prior to shipment by contacting us, using the contact information provided in {Section 3} (titled "Contact Information") below and we will promptly cancel your order upon receipt of such a request. If you use a credit card in connection with your purchase, it will generally be charged by the end of the business day on which you place your order. Once an order has been shipped by the applicable Licensed Retailer and your payment has been processed, you may request a refund by following the instruction provided in {Section 9} (titled "Replacement Orders; Refunds") below.

2. Orders. Wines and offers may vary by state. 100% money-back guarantee applies to each wine, except as otherwise specifically stated in a consumer offer concerning certain fine and rare wines. All offers made pursuant to these Terms & Conditions are subject to availability. In the unlikely event that a particular wine selection is currently unavailable, either as part of an individual order or as part of a wine case shipped pursuant to a Wine Club membership, a substitute of similar style and of equal or greater value will be supplied in your shipment from the Licensed Retailer. The Company and the Licensed Retailer have the right to refuse orders should they not comply with the laws in your state or for any other reason and your payment will not be processed for such orders. The Company shall not be liable for any errors or omissions in product pricing or discounts offered to customers, and in the event of any such error or omission, the Company and the Licensed Retailer reserve the right to cancel affected orders and refund the charge to you as your sole remedy. The Company and the Licensed Retailer reserve the right to change product pricing and discounts offered at any time. IN THE EVENT PRODUCT PRICING CHANGES WITH RESPECT TO WINE CLUB SHIPMENTS, THE COMPANY WILL NOTIFY YOU IN ADVANCE OF SUCH PRICE MODIFICATION AND YOU WILL HAVE THE OPPORTUNITY TO CANCEL YOUR MEMBERSHIP TO THE WINE CLUB PRIOR TO BEING CHARGED FOR YOUR NEXT SHIPMENT.

3. Contact Information. If you have any requests (including club or order cancelations), questions or comments about your orders made in connection with the Wine Services, Wine Club membership registration, your Account, your PII, the Company Sites, or any other questions or comments relating to our products and services, please contact us at:

When you send an email to us, you agree that we may electronically communicate with you. You acknowledge that communications by email may not be confidential.

4. Eligibility. You represent and warrant that you are at least twenty-one (21) years of age. In no event shall anyone under the age of twenty-one (21) years of age use the Company Sites, utilize the Wine Services, or register as a member of a Wine Club. You may never do any of the foregoing restricted activities for the benefit of any ineligible third party. The Company hereby notifies you that parental control protections (e.g., computer software, filtering services, etc.) are commercially available and may be used to assist with limiting access to the Company Sites to minors. Please contact us for details. We may refuse to register any person or service any order at any time, at our sole discretion.

5. Sale of Alcohol Beverages. The Company’s role in the transactions contemplated by these Terms & Conditions is that of a service provider that enables you, the consumer, to purchase wine and related products from those retailers and wineries holding valid licenses issued by state alcohol beverage agencies allowing for the legal sale of wine (the "Licensed Retailers") and to participate in the services and/or any other product offers offered on the Company Sites. You acknowledge that all orders of wine and related products you place through the use of the Company Sites are processed and fulfilled by such Licensed Retailers, as the actual sellers of wine, and not by the Company. Any wine you purchase through the use of the Company Sites from the Licensed Retailers must be for personal consumption only and not for resale.

6. Registration; Account; Guest Log-In. To utilize the Wine Services, you will be asked to register for a personal account with the Company (an "Account"), or log in to the Company Sites as a guest (a "Guest Log-In"), follow the instructions provided by Company, and provide the requested personally identifiable information (i.e., name, phone number, email address, date of birth, and method of payment information) (collectively, the "PII"). You represent and warrant that all PII you provide in connection with registering your Account or using a Guest Log-In is complete and accurate, and that you are authorized to use the method of payment you provide in connection with your use of the Wine Services. We reserve the right to contact the service provider of your method of payment to conduct periodic security checks. You acknowledge and agree that you may never use another customer’s Account. You also agree to review and update your Account as and when necessary to maintain the most current PII. You may also utilize the "My Wine Cellar" feature of your Account, which tracks your order history, status of pending orders, preferences, favorites, credits, and Wine Club memberships. If you choose not to create an Account but to instead place orders by using a Guest Log-In, you may contact the Company to review or update the PII you have provided by using the telephone numbers and/or addresses listed above in {Section 3} (titled "Contact Information").

7. Wine Club Membership. As part of the Wine Services available to you, you will have the opportunity to register for various Wine Clubs the Company markets and services by following the instructions on the applicable Company Site or promotional communication, including, without limitation, email communications or direct mailings. The Company also works with certain strategic partners (the "Brand Partners") in connection with the creation and operation of various branded Wine Clubs, which are promoted by us and our Brand Partners. Please review our {PRIVACY POLICY} with respect to what PII we share with third parties, including our Brand Partners, and the terms of such sharing. As a member of a Wine Club, you are generally entitled to receive one (1) case of wine (approximately twelve (12) bottles) every calendar quarter (approximately every twelve (12) weeks) while your particular Wine Club membership is active. The exact number of bottles, shipping schedule, quarterly cost charged to your method of payment, and applicable tax and shipping charges, vary between Wine Clubs and will be provided to you in your order summary prior to your purchase of the applicable Wine Club membership. You will be notified by email communication or by U.S. mail in advance of these quarterly shipments. You may manage your Wine Club membership(s) by going to the "My Wine Cellar" section of your Account, where you will have the option to change the date of a future shipment, skip a shipment, modify the contents of a wine case or change the address where your shipments will be delivered. Memberships to any particular Wine Club are limited to one (1) per household. Your membership in a particular Wine Club also provides that during the year you will receive promotional offers from us and our Brand Partners, as applicable, for additional shipments of wine cases from a Licensed Retailer, including, without limitation, the Company’s biannual holiday shipments of one (1) additional case of wine, which are generally offered once during the summer season and once during the winter season (the "Holiday Shipments"). You will be notified by the Company in advance of such promotional shipments, including, without limitation, the Holiday Shipments, and such communication will include the applicable terms of the offer, including the price, taxes and shipping charges. Terms of any such promotional offers may vary and all such offers are subject to availability.

8. Shipping.

a. Shipping & Deliveries. All orders are shipped by the applicable Licensed Retailers. Title to such wine and related products and risk of loss passes from the applicable Licensed Retailer to you upon the shipment of your order by the Licensed Retailer. The terms of shipment may vary from order to order. You will be notified at the point of purchase as to the applicable shipping charges and taxes, which you are responsible for paying, that are applied to your particular individual order or to your shipments pursuant to your Wine Club membership(s). The remittance of any and all federal, state, sales use and excise taxes will be paid by the applicable Licensed Retailer related to such orders. The Licensed Retailers do not ship to states, counties or cities where shipping wine is prohibited by law. Our Licensed Retailers currently ship to the following states: AZ, CA (offer may vary), CO, CT, FL, GA, IA, ID, IL, IN (limited delivery area), KS, LA, MA, MD, ME, MI, MN, MO, MT, NC, ND, NE, NH, NJ (offer may vary), NM, NV, NY, OH, OK, OR (not eligible for free gift), PA, SC, SD (offer may vary), TN, TX (voucher not required), VA, VT, WA, WI, WV, WY and to the District of Columbia (DC). Choose your state here: https://www.wsjwine.com. Product availability and limitations on orders vary by state. Proof that you are twenty-one (21) years of age will be required upon delivery.

b. Advantage Shipping. From time to time, the Company may offer you the option to enroll in annual subscription plans to receive an unlimited number of shipments for a fixed annual shipping cost. Please review the disclosures in {Section 1} (titled "Wine Club Memberships") above concerning subscription agreements. The minimum purchase quantity on each order is twelve (12) bottles of wine per delivery address, and you are permitted a maximum of five (5) different delivery addresses per year. Additional terms of such offers may vary and will be specified in the applicable promotion. Like all Company offers and promotions, the Company reserves the right to modify or cancel such offers and promotions at any time.

9. Replacement Orders; Refunds. The Company and the Licensed Retailers strive to ensure the satisfaction of their customers. In the event of late or non-delivery of your order, if your order is damaged in transit or is incorrect, or you are not satisfied with your order for any other reason, please contact us by using the contact information provided in {Section 3} (titled "Contact Information") above, and we will use good faith efforts to rectify the issue, subject to all applicable laws.

10. Promotional Offers. By participating in the Wine Services, you will be eligible to receive various benefits provided from time to time by the Company and its Brand Partners, including, without limitation, receiving discounts, vouchers and promotional offers with respect to wine, related products and Wine Club memberships, unless prohibited by law. You will be notified of these special offers through various channels of communication, including, without limitation, email and/or U.S. mail. Each such discount, voucher and promotion offered to you will apply only to those specific wines, related products and Wine Club memberships advertised, and will be governed by these Terms & Conditions, as amended from time to time, and the applicable terms of such promotions as communicated to you. You will be required to input the applicable reference code included in the advertisement of the promotional offer prior to purchase. A particular reference code may only be used once and may not be used in conjunction with any other discount, voucher or promotional offer unless the applicable advertisement provides otherwise. The value of any such offer is not refundable. All offers are subject to availability and the Company reserves the right to change discounts, vouchers or offers at any time. Some states do not permit us to honor certain discounts, vouchers or offers, and the Company extends such discounts, vouchers and offers only if they are not prohibited by law. You will be notified prior to purchase if you are located in any such state.

11. Privacy Policy. Your use of the Company Sites is subject to our {PRIVACY POLICY}, which we may amend from time to time, and you hereby agree to its terms.

12. Customer Conduct. You agree not to engage in any of the following activities: (i) interfere with or inhibit the use of the Company Sites by other users; (ii) use the Company Sites for commercial purposes for yourself and/or third parties (e.g., selling, or attempting to sell your purchases to others, etc.); (iii) create an account using an alter-ego or by impersonating a third party, or providing any other false information; (iv) create an account if you are under twenty-one (21) years of age; (v) copy, reverse engineer, or attempt to derive the source code of any part of the Company Sites; (vi) post any comment or product review on the Company Sites that is private, obscene, vulgar, violent, harassing, discriminatory or defamatory; or (vii) use the Company Sites in a manner that would violate any of these Terms & Conditions or any applicable laws. We may investigate any reported violation of these restrictions or other provisions in the Terms & Conditions. If we determine that you have violated these restrictions, or other provisions in the Terms & Conditions, we may take any action that we deem appropriate and you potentially may be subject to liability. Such action may include, without limitation, issuing warnings, immediately terminating your Account, unilaterally removing posted content and/or reporting any activity that we suspect violates any law or regulation to appropriate law enforcement officials or regulators and, in doing so, we may disclose any relevant information to such officials or regulators, including, without limitation, your PII, IP address(es) and your Company Sites usage history as provided in Company’s {PRIVACY POLICY}.

13. Intellectual Property.

a. Access to Company Sites. The Company grants you the limited right to access and make use of the Company Sites as a user. The Company Sites, including, without limitation, all text, graphics, images, logos, software, trademarks, service marks and trade names incorporated in the Company Sites (the "Content") are owned by or licensed to the Company. Unless authorized in writing and in advance by the Company or the applicable rights holder, you may not sell, reproduce, copy, distribute, modify, display, publicly perform or otherwise exploit the Content for any public or commercial purpose. No provisions of these Terms & Conditions shall be construed to convey any property right or license to the Content unless expressly provided to the contrary.

b. DMCA. We respect the intellectual property rights of others and require that our users do the same. If you believe your work has been copied in a manner that constitutes copyright infringement, or you believe your rights are otherwise infringed or violated by anything on the Company Sites, you must notify us and give us an opportunity to correct the problem before taking any other action by sending an email to the following address: customerservice@wsjwine.com. The notification must include all of the following: (i) a physical or electronic signature of the owner of the right claimed to be infringed or the person authorized to act on the owner’s behalf; (ii) a description of the copyrighted work or other right you claim has been infringed or violated; (iii) information reasonably sufficient to locate the material in question on the Company Site; (iv) your name, address, telephone number and e-mail address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the rightful owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the owner of the right claimed to be infringed or violated or are authorized to act on behalf of the owner.

14. Third Party Servicers; Release. You may have contact or other interaction with third parties in connection with clicking third party links on the Company Sites and being directed to third party websites (the "Third Party Servicers"). You hereby acknowledge and agree that you are proceeding at your own risk and any such Third Party Servicers are not under the control of the Company. The Company shall be in no way responsible or liable for any acts, omissions, breaches, representations or warranties made by any such Third Party Servicers, or for any losses, injuries, or other damages you incur in connection with your contact or other interaction with such Third Party Servicers ("Third Party Claims"). YOU HEREBY RELEASE THE COMPANY, OUR OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS AND MEMBERS FROM ANY AND ALL SUCH THIRD PARTY CLAIMS NOT ATTRIBUTABLE TO THE COMPANY’S NEGLIGENT OR INTENTIONAL ACTS.

15. Disclaimer; Notice of Violations.

a. "As Is." THE COMPANY SITES AND THE CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES THAT MAY BE IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. YOUR USE OF THE COMPANY SITES IS SOLELY AT YOUR OWN RISK.

b. Good Faith Compliance. The Company Sites may be accessed from many locations. You acknowledge and agree that consumer protection laws vary by location and that the Company has made a good faith attempt to comply with all such applicable laws, including, by way of example and not limitation, the California Subscription Act and similar statutes in other states. You agree that you will notify the Company if you believe that it is not in compliance with any laws and provide the Company with an opportunity to cure any alleged violations before invoking the Dispute Resolution mechanisms set forth in {Section 22}.

16. Termination. The Company reserves the right to terminate your Account and/or any Wine Club memberships at any time, with or without cause or notice, and which shall be effective immediately. If you wish to terminate your Account, you may do so by contacting us using the contact information provided in {Section 3} (titled "Contact Information") above. You acknowledge and agree that any orders shipped before such termination are non-refundable. Sections 11-24 of these Terms & Conditions shall survive any such termination.

17. Modification. The Company reserves the right to modify any of the terms and conditions contained in these Terms & Conditions, at any time, at our sole discretion. We will notify you of any such modifications by posting a notice on the Company Sites promptly following any such modification. Your continued use of the Company Sites or your Account following such notification will be confirmation of your acceptance of such changes, except that the Company will give you prior written notification of material changes to the terms of your Wine Club membership and provide you with an opportunity to cancel your Wine Club membership. The Company Sites are subject to constant change. You will not be eligible for any compensation because you cannot use any part of the Company Sites or because of a failure, suspension or withdrawal of all or part of the Company Sites.

18. Indemnification. You agree to indemnify, defend and hold the Company and its employees, officers, directors and shareholders harmless to the fullest extent permitted by law from and against any losses, costs, liabilities, settlements, fines, payments or damages (including reasonable attorneys’ fees and costs) resulting from any claim, suit or proceeding, threatened or otherwise, at law or in equity made or brought against us, and caused by, arising out of, resulting from or attributable to: (i) your misuse of the Company Sites; (ii) anything you post to the Company Sites; (iii) your violation of these Terms & Conditions; (iv) your violation of the rights of any third parties; and/or (v) use of the Company Sites by any other person accessing the Company Sites using a computer or Internet access account that you provided to such person.

19. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, OR ANY OTHER COMMERCIAL DAMAGES, OR LOSSES, EVEN IF THE COMPANY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.

20. Governing Law. These Terms & Conditions and all issues collateral thereto shall be governed and construed in accordance with the laws of the State of New York pertaining to contracts made and to be performed entirely therein and without regard to its conflict of laws principles.

21. Notice for California Users. Under California Civil Code Section 1789.3, residents of California who use the Company Sites are entitled to know that they may file grievances and complaints with: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210, or by email at dca@dca.ca.gov.

22. Dispute Resolution, including Arbitration and Class Action Waiver.

a. You and we agree that in the event of any dispute between us, you and we will first try to resolve the dispute by talking with each other. Accordingly, neither you nor we may start a formal proceeding for at least sixty (60) days after one of us notifies the other in writing of a dispute. You will send your notice to us at the address provided in {Section 3} (titled "Contact Information") above, and we will send our notice to you at your billing address. The notice must be sent by U.S. mail, Federal Express or UPS, with confirmation of delivery requested.

b. IF YOU AND WE ARE UNABLE TO RESOLVE OUR DISPUTE BY TALKING TO EACH OTHER, YOU AND WE EACH AGREE THAT WE WILL SUBMIT THE DISPUTE TO BINDING ARBITRATION, SUBJECT TO SECTION 22(F) BELOW.To the fullest extent permitted by law, any controversy or claim arising out of or relating to our relationship, these Terms & Conditions (including any dispute as to their breach, termination, enforcement, interpretation or validity), our {PRIVACY POLICY} (including any dispute as to its breach, termination, enforcement, interpretation or validity), the Company Sites, any promotional offers or any product or service provided under or in connection with our relationship will be resolved exclusively by binding arbitration, subject only to Section 22(f) below. The arbitration shall be conducted before JAMS using a single arbitrator under the JAMS Comprehensive Arbitration Rules and Procedures (or their replacement) that are in effect at the time the arbitration is initiated and under the terms set forth in this Customer Agreement. The arbitrator shall be chosen by mutual agreement from a slate of ten (10) potential arbitrators proposed by either you or us and, if you and we are unable to agree, the arbitrator shall be chosen by the JAMS administrator. In the event of a conflict between the JAMS rules and these Terms & Conditions, these Terms & Conditions shall govern. Arbitration is not a court proceeding. The rules of arbitration differ from the rules of court and there is no judge or jury in an arbitration proceeding. YOU ARE HEREBY WAIVING YOUR RIGHT TO HAVE A JURY TRIAL OR TO GO TO COURT, other than as provided in Section 22(f) below. You may, in arbitration, seek any and all remedies otherwise available to you where you reside, other than as waived in these Terms & Conditions. You have a right to hire an attorney to represent you in arbitration. The arbitration shall permit the discovery of relevant information that is not privileged or protected.

c. The arbitration will be conducted at the JAMS office nearest to your hometown, unless you and we mutually agree to a different location or to a telephonic arbitration. If you decide to initiate arbitration after you and we are unable to resolve the dispute between us, we will pay the costs of the arbitration proceeding, including the arbitrator’s fees and case management fees, for claims in which you or we seek less than $10,000 from the other party. For claims in which you or we seek $10,000 or more from the other party, we shall evenly share the costs of arbitration. If you are required to pay a fee or deposit to JAMS to initiate your arbitration, we will reimburse you. We will not, however, pay your attorney’s fees. To start an arbitration, you or we must do the following three things:

i. Write a Demand for Arbitration. The demand must include a description of the dispute and the amount of damages or other relief sought. You can find a copy of a Demand for Arbitration at www.jamsadr.com.

ii. Send two (2) copies of the Demand for Arbitration, plus the appropriate case management fee (which we will reimburse to you upon proof of payment) and reference to these Terms & Conditions to: JAMS 620 Eighth Ave., 34th Floor New York, NY 10018 1-212-751-2700

iii. Send one (1) copy of the Demand for Arbitration to the other party.

d. The arbitrator’s decision shall be final and binding and may be enforced by any state or federal court that has jurisdiction; provided, however, that the arbitrator shall not have authority to make errors of law and any arbitration award may be challenged if the arbitrator does so. The arbitrator shall give a written statement of the disposition of each claim and the award shall provide a concise written statement of the essential findings and conclusions upon which it is based. You and we agree that the Federal Arbitration Act shall govern this agreement to arbitrate.

e. You and we agree not to join or consolidate claims in arbitration by or against the other. You and we also agree that you and we will not be entitled to bring any claim as a representative member of a class or in a private attorney general capacity against the other, or against our service partners, Licensed Retailers, retailers, licensors, officers, directors, agents, employees, affiliates or predecessors. Accordingly, you and we agree that the JAMS Class Action Procedures (or their replacement) will not apply in any arbitration between us. YOU HEREBY WAIVE ANY RIGHT TO BRING A CLASS ACTION OR PRIVATE ATTORNEY GENERAL CLAIM. You and we retain our respective rights to make any complaint to regulatory agencies or governmental investigators. A court may sever any portion of this Section 22 that it may find to be unenforceable, except for the prohibition on class, representative or private attorney general proceedings. You understand and agree that the waivers of rights in this Section 22, including the waivers of the rights to bring a lawsuit in court and to assert a class action, are knowing and voluntary.

f. In lieu of initiating an arbitration, you may instead choose in your sole discretion to file an individual action in a small claims court. If you do so, we do not agree to pay any of your fees or costs. The provisions of Subsection 22(e) above remain effective, even if you elect to file in a small claims court.

23. Waiver of Statutory Claims. By agreeing to these Terms & Conditions, you are giving up statutory claims or rights that you may have under your state’s laws, including claims for certain forms of relief or for attorneys’ fees. You agree that your waiver of any such laws does not violate your state’s laws, including, by way of example and not limitation, New Jersey’s Truth-in-Consumer Contract, Warranty & Notice Act.

24. Miscellaneous.

a. Severability. In the event that any provision of these Terms & Conditions (other than Subsection 22(e)) is declared void or unenforceable, such provision shall be deemed severed from these Terms & Conditions, and these Terms & Conditions shall otherwise remain in full force and effect unless its purpose cannot be effected absent the severed provision.

b. Entire Agreement. These Terms & Conditions, our {PRIVACY POLICY} and the terms and conditions that may be posted on the Company Sites or of any promotional offers we make and you accept ("Company Sites Agreements") constitute the entire agreement between you and us with respect to the subject matter hereof, and supersede all prior agreements, whether written or oral. You confirm that you have not relied on any representation except insofar as the same has expressly been made a representation in these Company Sites Agreements. These Company Sites Agreements, including these Terms & Conditions, shall not be modified other than in writing.

c. Notices. Unless otherwise specified to the contrary herein, all notices due under these Terms & Conditions shall be in writing and shall be deemed to have been made or given when any such notice is received, if personally delivered or sent by certified or registered mail; when receipt is electronically confirmed, if sent by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight courier service. Electronic notices to us shall be sent to the email address provided in {Section 3} (titled "Contact Information") above.

d. Assignment. These Terms & Conditions are personal to you and your Account. You may not assign these Terms & Conditions without the prior written consent of the Company. The Company may assign any of its rights and delegate any of its duties hereunder at any time, without your consent, at its sole discretion. These Terms & Conditions will inure to the benefit of the Company’s successors, assigns and licensors.

e. Relationship of the Parties. Nothing contained herein will be construed as creating any relationship of employer/employee, partnership, agency, joint venture, or otherwise between you and the Company, nor will these Terms & Conditions be construed as conferring on any party any express or implied right, power, or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of the other party.

f. Force Majeure. The Company shall not be liable for performance of its obligations under these Terms & Conditions if it is prevented or delayed from performing such obligations as a result of (i) any provision of any present or future law or regulation of any state or of the United States, (ii) any act of God, war, civil unrest or emergency condition, or (iii) any other circumstances beyond the reasonable control of the Company.

g. Waiver. Any waiver of either party’s rights hereunder must be in writing. No waiver by either party of any breach or default of any of the provisions contained in these Terms & Conditions and required to be performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other provision.

h. Errors and Inaccuracies. The Company strives to provide complete, accurate, up-to-date information on the Company Sites. Unfortunately, despite those efforts, human or technological errors may occur. For example, the Company Sites may contain typographical mistakes, inaccuracies or omissions, some of which may relate to pricing and availability, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions, including after an order has been submitted, and to change or update information at any time without prior notice. In addition, you acknowledge that the particular technical specifications and settings of your computer and its display could affect the accuracy of its display of the colors and look of products offered on the Company Sites.

PLEASE PRINT A COPY OF THESE TERMS & CONDITIONS FOR YOUR RECORDS. If you are unable to print from your device, please contact the Company using the information in {Section 3} (titled "Contact Information") above to request a hard copy of these Terms & Conditions.

Terms & Conditions Effective as of the Following Date: November 6, 2017

This Privacy Notice applies to the personal information collected in connection with WSJwine, including through the WSJwine website www.wsjwine.com (the "Site"). The Site is operated by Direct Wines, Inc. ("Direct Wines"), which partners with Dow Jones & Company, Inc. and its subsidiaries ("Dow Jones"), to offer WSJwine (collectively, "we", "us", "our"). The Privacy Notice describes the types of personal information we may collect, how we may use the information, with whom we may share it, and the choices available to you regarding our use of the information. We also describe the measures we take to safeguard your personal information and how you can contact us about our privacy practices. This Site is directed solely to consumers in the United States.

INFORMATION WE OBTAIN

Through the use of the Company Sites, the Company markets wines and related products directly to consumers, and offers consumers the opportunity to create a personal account with the Company (the "Account") or to log in to the Company Sites as a guest (the "Guest Log-In"), and to take advantage of the various products and/or services, including, without limitation, the opportunity to purchase wine and related products from licensed retailers in their state and to register as members of the various wine clubs that the Company services (the "Wine Clubs") (collectively, the "Wine Services"). The sale and delivery of orders purchased by consumers will be executed and fulfilled by third party retailers holding valid licenses issued by state alcohol beverage agencies allowing for the legal sale of wine.

Personal Information

When you visit our Site or otherwise contact us, we may obtain certain personal information about you, including:

(a) Contact information, such as your name, email address, billing and shipping address, and telephone number; (b) Date of birth; (c) Information associated with your WSJwine account, including username, account number, and password; (d) If enabled, information associated with the "My Wine Cellar" feature of your WSJwine account, including order history, status of pending orders, favorite products, preferences, credits; (e) Payment card information, including card number, expiration date, and security code; (f) Audio recordings of our calls with you; and (g) Other personal information you provide to us, including through your communications with us.

Depending on the activity, some of the personal information we collect is required and some are provided by you voluntarily. If you do not provide the required information for a particular activity, you may not be permitted to engage in that activity. For example, you must provide age related information to use our Site or order products.

Information We Obtain By Automated Means

When you visit our Site or interact with emails we send to you, we may obtain certain information by automated means, such as cookies, web beacons, and other technologies. A “cookie” is a text file that websites send to a visitor’s computer or other Internet-connected device to uniquely identify the visitor’s browser or to store information or settings in the browser. A “web beacon,” also known as an Internet tag, pixel tag or clear GIF, links web pages to web servers and cookies and may be used to transmit information collected through cookies back to a web server.

We may use these automated technologies on our Site and in our emails to you to collect information about your device, browsing actions, and usage patterns. The information we obtain in this manner may include your device IP address, identifiers associated with your devices, types of devices you use to connect to our Site, web browser characteristics, operating system, device characteristics, language preferences, referring/exit pages, clickstream data, and dates and times of visits to our Site. These technologies help us (1) remember your information so you do not have to re-enter it; (2) track and understand how you use and interact with our Site and our email communications; (3) tailor our Site around your preferences; (4) measure the usability of our Site and the effectiveness of our communications; and (5) otherwise manage and enhance our Site and services, and help ensure they are working properly. 

Your browser may tell you how to be notified when you receive certain types of cookies or how to restrict or disable certain types of cookies. Please note, however, that without cookies you may not be able to use all of the features on our Site. For mobile devices, you can manage how your device and browser share certain device data by adjusting the privacy and security settings on your mobile device.

Our Site is not designed to respond to "do not track" signals from browsers.

HOW WE USE THE INFORMATION WE OBTAIN

We may use your personal information to:

We also may use the information in other ways for which we provide specific notice at the time of collection.

Third-Party Analytics

We may use third-party analytics services on our Site. The information we obtain through our Site may be disclosed to or collected directly by these services. To learn more about Google Analytics, please visit https://www.google.com/policies/privacy/partners/.

Interest-Based Advertising

Through our Site, we may obtain information about your online activities to provide you with advertising about goods or services tailored to your interests. You may see our ads on other websites because we use third-party ad services. Through such ad services, we can tailor our messaging to users considering demographic data, users’ inferred interests and browsing context. These services track your online activities over time and across multiple websites by collecting information through automated means, including through the use of cookies, web server logs, web beacons and other similar technologies. The ad services use this information to show you ads that may be tailored to your individual interests, to track your browsers or devices across multiple websites, and to build a profile of your online browsing activities. The information advertisement services may collect includes data about your visits to websites that participate in the online advertisement ecosystem, such as the pages or advertisements viewed and the actions taken on the websites. This data collection takes place both on our Site and on third-party websites that participate in the online ad ecosystem. This process also helps us track the effectiveness of our marketing efforts.

To learn how to opt out of interest-based advertising, please visit www.aboutads.info/choices
and http://www.networkadvertising.org/choices/.

INFORMATION WE SHARE

Dow Jones and Direct Wines may share certain information we obtain about you through WSJwine with each other and with our affiliates and subsidiaries. We also may share certain information we obtain about you through WSJwine with wineries and retailers with which we work to enable you to order products and for the wineries and retailers to fulfill such orders. We further may share the information we obtain about you with service providers and other entities to perform certain services on our behalf. We do not authorize our service providers to use or disclose the information except as necessary to perform services on our behalf or comply with legal requirements.

In addition, we may disclose personal information (1) if we are required to do so by law or legal process (such as a court order or subpoena); (2) in response to requests by government agencies, such as law enforcement authorities; (3) to establish, exercise or defend our legal rights; (4) when we believe disclosure is necessary or appropriate to prevent physical or other harm or financial loss; or (5) in connection with an investigation of suspected or actual illegal activity.

We reserve the right to transfer any personal information we have about you in the event we sell or transfer (or contemplate the sale or transfer of) all or a portion of our business or assets (including in the event of a merger, consolidation, acquisition, joint venture, reorganization, divestiture, dissolution or liquidation).

YOUR RIGHTS AND CHOICES

We offer you certain choices regarding the personal information we collect from you in connection with WSJwine. To update your preferences, limit the communications you receive from us, or submit a request, please contact us as indicated in the "How To Contact Us" section of this Privacy Notice. You can unsubscribe from our marketing mailing lists by following the "Unsubscribe" link in our emails or contacting us as specified in the "How To Contact Us" section below. We will apply your preferences going forward.Please allow up to ten (10) business days for changes to take place. During that time, you may continue to receive such communications from us that were already in process.

You also may view and update the personal information that you provide to us to create your WSJwine account. The information will be available to view and update by visiting the Site and entering your WSJwine account log-in information. If you choose not to create a WSJwine account and instead place orders through the Site as a guest, you may view or update your personal information by contacting us as indicated in the “How to Contact Us” section of this Privacy Notice.

If you are a California consumer, for more information about your privacy rights, please see the section of this Privacy Notice called California Consumer Privacy Statement.

HOW WE PROTECT PERSONAL INFORMATION

We maintain administrative, technical and physical safeguards designed to protect personal information against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use.

CHILDREN’S PRIVACY

Our Site is directed to adults 21 years of age or older. We do not knowingly collect personal information online from children under the age of 13.

OTHER ONLINE SERVICES AND THIRD-PARTY FEATURES

For your convenience and information, our Site may provide links to other websites or offer features provided by other online services. For example, we may permit you to log in to your WSJwine account via social networks. These third-party websites and online services may operate independently from us. The privacy practices of the relevant third parties, including details on the information they may collect about you, is subject to the privacy statements of these parties, which we strongly suggest you review. To the extent any linked third-party website or online service is not owned or controlled by us, we are not responsible for these third parties’ information practices.

UPDATES TO OUR PRIVACY NOTICE

This Privacy Notice may be updated periodically and to reflect changes in our personal information practices. We will indicate at the top of the Privacy Notice when it was most recently updated.

HOW TO CONTACT US

If you have any questions or comments about this Privacy Notice, please email us at customerservice@wsjwine.com or by phone at 1-877-975-9463. You also may write to:

WSJwine from The Wall Street Journal
Attn: Customer Service PO Box 6821
Scarborough, ME 04070

CALIFORNIA CONSUMER PRIVACY STATEMENT

This California Consumer Privacy Statement ("Statement") supplements the WSJwine Privacy Notice. It applies solely to California consumers and addresses personal information we collect online and offline. This Statement does not apply to our personnel or job applicants.

This Statement uses certain terms that have the meaning given to them in the California Consumer Privacy Act of 2018 and its implementing regulations (the "CCPA").

1. Notice of Collection and Use of Personal Information

We may collect (and may have collected during the 12-month period prior to the effective date of this Statement) the following categories of personal information about you:

(a) Identifiers: Identifiers such as a real name, postal address (including billing and shipping address), unique personal identifier (such as a device identifier; cookies, beacons, pixel tags, mobile ad identifiers and similar technology; customer number, unique pseudonym, or user alias; telephone number and other forms of persistent or probabilistic identifiers), online identifier, internet protocol address, email address, account name, and other similar identifiers (b) Additional Data Subject to Cal. Civ. Code § 1798.80: Credit card number and debit card number (c) Protected Classifications: Characteristics of protected classifications under California or federal law, such as age and/or birthdate (d) Commercial Information: Commercial information, including records of products or services purchased, obtained, or considered, and other purchasing or consuming histories or tendencies (e) Online Activity: Internet and other electronic network activity information, including, but not limited to, browsing history, search history, and information regarding your interaction with our Site, other websites, or advertisements (f) Geolocation Data (g) Sensory Information: Audio recordings of our telephone conversations with you, electronic, and similar information (h) Inferences: Inferences drawn from any of the information identified above to create a profile about you reflecting your preferences and characteristics, particularly as they relate to our product offerings.

We may use (and may have used during the 12-month period prior to the effective date of this Statement) your personal information for the purposes described in the WSJwine Privacy Notice and for the following business purposes specified in the CCPA:

(i) Performing services, including maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing advertising or marketing services, providing analytics services, or providing similar services (j) Auditing related to a current interaction with you and concurrent transactions, including, but not limited to, counting ad impressions to unique visitors, verifying positioning and quality of ad impressions, and auditing compliance (k) Short-term, transient use, including, but not limited to, the contextual customization of ads shown as part of the same interaction (l) Detecting security incidents, protecting against malicious, deceptive, fraudulent, or illegal activity, and prosecuting those responsible for that activity (m) Debugging to identify and repair errors that impair existing intended functionality (n) Undertaking internal research for technological development and demonstration (o) Undertaking activities to verify or maintain the quality or safety of a service or device that is owned, manufactured, manufactured for, or controlled by us, and to improve, upgrade, or enhance the service or device that is owned, manufactured, manufactured for, or controlled by us.

2. Sources of Personal Information

During the 12-month period prior to the effective date of this Statement, we may have obtained personal information about you from the following categories of sources:

(a) Directly from you, such as when you create an account or make a purchase through our Site (b) Your devices, such as when you visit our Site (c) Vendors who provide services on our behalf (d) Our joint marketing partners (e) Online advertising services and advertising networks (f) Data analytics providers (g) Government entities (h) Operating systems and platforms (i) Social networks (j) Data brokers (k) Other third parties 3. Sale of Personal Information

We may allow certain third parties (such as online advertising services) to collect your personal information via automated technologies on our Site in exchange for non-monetary consideration. We may share the categories of personal information listed below for online advertising purposes. You have the right to opt-out of such disclosures of your information, which may be considered a "sale" under California law.

During the 12-month period prior to the effective date of this Statement, we may have sold the following categories of personal information to the following categories of third parties:

Category of Personal Information	Category of Third Party
Identifiers	Third parties for their direct marketing purposes
Commercial Information	Third parties for their direct marketing purposes
Online Activity	Data analytics providers

We do not have actual knowledge that we sell personal information of minors under 16 years of age.

4. Disclosing of Personal Information

During the 12-month period prior to the effective date of this Statement, we may have disclosed personal information about you with the following categories of third parties:

Government entities, for legal compliance purposes. 5. California Consumer Privacy Rights

You have certain choices regarding the personal information we obtain about you in connection with WSJwine, as described below.

Access: You have the right to request, twice in a 12-month period, that we disclose to you the personal information we have collected, used, disclosed and sold about you during the past 12 months. Deletion: You have the right to request that we delete certain personal information we have collected from you. Opt-Out of Sale: You have the right to opt-out of the sale of your personal information. Shine the Light Request: You also may have the right to request that we provide you with

(a) a list of certain categories of personal information we have disclosed to third parties

for their direct marketing purposes during the immediately preceding calendar year and

(b) the identity of those third parties.

How to Submit a Request. To submit an access or deletion request, click here or email us at customerservice@wsjwine.com. To submit a Shine the Light request, email us at customerservice@wsjwine.com. To opt out of the sale of your personal information, click on this link: Do Not Sell My Personal Information or email us at customerservice@wsjwine.com Only you or a person registered with the California Secretary of State that you authorize to act on your behalf may make a request related to your personal information. To submit a request as an authorized agent on behalf of a consumer, email us at customerservice@wsjwine.com and provide us with documentation establishing that you are an authorized agent. For questions or concerns about our privacy practices, please contact us as described in the Contact Us section of our Privacy Notice.

Verifying Requests. To help protect your privacy and maintain security, we will take steps to verify your identity before granting you access to your personal information or complying with your request. If you have an account with us, we may verify your identity by requiring you to sign in to your account. If you do not have an account with us and you request access to or deletion of your personal information, we may require you to provide any of the following information: your name, email address, billing and shipping address, telephone numbers, or date of birth. In addition, if you do not have an account and you ask us to provide you with specific pieces of personal information, we may require you to sign a declaration under penalty of perjury that you are the consumer whose personal information is the subject of the request.

Additional Information. If you choose to exercise any of your right under the CCPA, you have the right to not receive discriminatory treatment by us. To the extent permitted by applicable law, we may charge a reasonable fee to comply with your request.

EFFECTIVE DATE OF POLICY

This Privacy Policy is effective as of July 22, 2021.