Terms of service

Terms & Conditions
These terms of use are entered into by and between you and IMPROV BEVERAGES INC. (“we,” “us,” “our,” or the
“Company”). The following terms and conditions, together with any documents they expressly incorporate by reference
(collectively, “Terms of Use”), govern your access to and use of www.drinkimprov.com or our other websites and online
experiences that link to these Terms of Use (collectively, the “Websites”) and our mobile applications, including any
content, functionality, and services offered on or through any of the Websites or any of our mobile applications (collectively,
the “Services”), whether as a guest or a registered user, including your access of the Services via a mobile device.
Please read the Terms of Use carefully before you start to use the Services. By using the Services, or by clicking to accept
or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by
these Terms of Use and our Privacy Policy, (our “Privacy Policy”). If you do not agree to these Terms of Use or to the
Privacy Policy, you must not access or use the Services.
The Services are offered and available to users who are of legal age to form a binding contract with the Company and
reside in the United States or any of its territories or possessions. By using the Services, you represent and warrant that
you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or
use the Services.
Changes to Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective
immediately when we post them and apply to all access to and use of the Services thereafter. However, any changes to
the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the
parties have actual notice on or before the date the change is posted on the Services.
Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the
changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on
you. If you have questions or concerns about our specific terms, please send an e-mail to youshould@drinkimprov.com.
User Obligations
Accessing the Services and Account Security
You are responsible for both:
• Making all arrangements necessary for you to have access to the Services.
• Ensuring that all persons who access the Services through your internet connection or mobile device are aware of
these Terms of Use and comply with them.
To access the Services or some of the resources that are offered through the Services, you may be asked to provide
certain registration details or other information. It is a condition of your use of the Services that all the information you
provide on the Services is correct, current, and complete. You agree that all information you provide to register with the
Services or otherwise, including, but not limited to, through the use of any interactive features on the Services, is governed
by our Privacy Policy, as applicable, and you consent to all actions we take with respect to your information consistent with
our Privacy Policy, as applicable.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security
procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You
also acknowledge that your account is personal to you and agree not to provide any other person with access to the
Services or portions of the Services using your username, password, or other security information. You agree to notify us
immediately of any unauthorized access to or use of your username or password or any other breach of security. You also
agree to ensure that you exit from your account at the end of each session. You should use particular caution when
accessing your account from a public or shared computer or mobile device so that others are not able to view or record
your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any
time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms
of Use.
Prohibited Uses
You agree not to do any of the following while using the Services:
• Violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws
regarding the export of data or software to and from the U.S. or other countries);
• Misrepresent or try to deceive any person or entity as to your identity or the identity of anyone else;
• Exceed authorized access, tamper with, or misuse any areas of the Services or the Company’s computer systems,
resources, programming, code or communications capabilities, or any features or functions of the Services.
• Frame or link to the Services or any of our other sites or applications, unless permitted in writing by the Company.
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to
inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of
Use.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent,
including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or
entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as
determined by us, may harm the Company or users of the Services, or expose them to liability.
Additionally, you agree not to:
• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any
other person or entity’s use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including
monitoring or copying any of the material on the Services.
• Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly
authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically
harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on
which the Services is stored, or any server, computer, or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.
Use of Services
Age Restrictions
The Services are not directed to children under 13 years of age. By using the Services, you represent and warrant that you
are of legal age to form a binding contract with the Company. Certain content on the Services may discuss mixing Improv
products with alcoholic beverages. Any purchase, possession, or consumption of alcohol is subject to applicable law and is
solely the responsibility of the user.
Geographic Restrictions
The Company is based in the State of California in the United States. We provide the Services for use only by persons
located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside
of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the
Services from outside the United States, you do so on your own risk and are responsible for compliance with local laws.
User Contributions
The Services may contain blogs, comment and review boards and other interactive features (collectively, “Interactive
Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post")
content (collectively, "User Contributions") on or through the Services. All User Contributions must comply with these
Terms of Use.
Any User Contribution you post to the Services will be considered non-confidential and non-proprietary. By providing any
User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our
respective licensees, successors, and assigns the perpetual, irrevocable, transferrable, sublicensable, assignable right to
use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any
purpose.
You represent and warrant that:
• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to
us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you,
not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or
any other user of the Services.
Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must
in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the
foregoing, User Contributions must not:
• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful,
inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give
rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these
Terms of Use, our Privacy Policy, our California Policy, or our Mobile Application Privacy Policy, as applicable.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other
person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or
advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Third Party Content and Monitoring
Third Party Content
The information presented on or through the Services is made available solely for general information purposes. We do not
warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is
strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you
or any other user of the Services, or by anyone who may be informed of any of the content available through the Services.
The Services may include content provided by third parties, including materials provided by other users and third-party
licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials,
and all articles and responses to questions and other content, other than the content provided by the Company, are solely
the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily
reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the accuracy,
completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of any materials
provided by any third parties. You are solely responsible for complying with all applicable third-party terms of agreement
when using the Services, including, without limitation, the terms of any applicable wireless data service agreement.
Monitoring and Enforcement; Termination
We have the right to:
• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion,
including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or
other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create
liability for the Company or potentially harm the goodwill or reputation of the Company or its affiliates, or any of its or
their personnel or products or services.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates
their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized
use of the Services.
• Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any
violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order
requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the
Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE
PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES
DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT
AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Services and cannot ensure prompt removal
of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding
transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to
anyone for performance or nonperformance of the activities described in this section.
Parental Control Protections
As required by the Communications Decency Act of 1996, we hereby notify you that parental control protections (such as
computer hardware, software or filtering services) are commercially available that may assist you in limiting access to
information and content that may be objectionable or harmful to minors as specified by law. Among the many companies
that provide Internet blocking and screening software are CyberPatrol, NetNanny, SurfWatch and GuardOne. We do not
sponsor or endorse or control any of these companies or their services.
Links from the Services
The Services may contain links to other websites and/or resources provided by third parties. Such links are provided for
convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them
or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites
linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
You acknowledge and agree that we are not responsible or liable for their (1) availability or accuracy; or (2) content,
advertising or products on or made available. The inclusion of any link on the Services does not imply that we endorse,
verify, have reviewed or monitor the link or the site reached through the link.
Linking to the Services
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or
take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or
endorsement on our part without our express written consent. Subject to the foregoing, you must not:
• Establish a link from any website that is not owned by you.
• Cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site, for example,
framing, deep linking, or in-line linking.
• Link to any part of the Services other than the homepage.
• Otherwise take any action with respect to the materials on this Services that is inconsistent with any other provision of
these Terms of Use.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with
these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop.
We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and
any links at any time without notice in our discretion.
Intellectual Property Rights
The Services and the entire contents, features, and functionality of the Services (including but not limited to all information,
software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the
Company, its licensors, or other providers of such material and are protected by United States and international copyright,
trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Services for your personal, non-commercial use only. You must not sell,
reproduce, distribute, copy, duplicate, resell, modify, frame, mirror, repost, create derivative works of, publicly display,
publicly perform, republish, download, store, transmit, or use for any commercial purpose any of the material on the
Services without our prior written consent.
You must not:
• Modify copies of any materials from the Services.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
• Access or use for any commercial purposes any part of the Services or any services or materials available through the
Services.
• Use any part of the Services or any services or materials available through the Services in any manner that
disparages or discredits the Company or any third party.
If you wish to make any use of material on the Services other than that set out in this section, please address your request
to: youshould@drinkimprov.com.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services
in breach of the Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or
destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the
Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services
not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark,
and other laws.
Trademarks
The Company name, the Company logo, and all related names, logos, brands, product and service names, designs, and
slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written
permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are
the trademarks of their respective owners.
Notices
"Communication" means any customer agreements or amendments thereto, disclosures, notices, responses to claims,
transaction history, privacy policies and all other information related to your use of the Services, including but not limited to
information that we are required by law to provide to you in writing. We will give you any necessary Communications by
posting them on the Services. You authorize us to send any Communications and all changes to such Communications
electronically. You must provide at your own expense an internet connected device that is compatible with the minimum
requirements outlined below.
Termination / Changes
We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our
sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time
or for any period. From time to time, we may restrict access to all or some of the Services to users, including registered
users. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update
such material.
Disclaimer of Warranties
Although we endeavor to provide current, accurate and reliable information through the Services, we cannot and do not
warrant, promise, guarantee or make any representations regarding the accuracy, security, reliability or any use of the
functions, features, operations, content or information available from the Internet or the Services. We cannot and do not
warrant your use of the Services, or the operation or function of the Services, any component, feature, function, capability
or offer or any products, software or services, will be uninterrupted or error free, or that defects or malfunctions will be
corrected or that the Services is free of viruses or other harmful elements or destructive code. You are responsible for
implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and
accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost
data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE
CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL
MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, MOBILE DEVICES,
DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR
ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED
THROUGH THE SERVICES, OR ON ANY WEBSITE LINKED THROUGH THE SERVICES.
YOUR USE OF THE SERVICES AND ANY CONTENT, SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES
IS AT YOUR OWN RISK. THE SERVICES AND ANY CONTENT, SERVICES OR ITEMS OBTAINED THROUGH THE
SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE
COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS,
SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE
FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN
BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE
PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE
OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT
LIMITATION TO THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY
REPRESENTS OR WARRANTS THAT THE SERVICES OR ANY CONTENT, SERVICES OR ITEMS OBTAINED
THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, ACHIEVE ANY INTENDED RESULTS,
MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE COMPATIBLE, OR WORK WITH ANY OTHER
SOFTWARE, APPLICATIONS, SYSTEMS, SERVICES, OR YOUR MOBILE DEVICE, OR UNINTERRUPTED, THAT
DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE ANY OF THE SERVICES
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY
SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR
EXPECTATIONS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER
APPLICABLE LAW.
If you have downloaded any Application (as defined below) from the Apple Store, in the event of any failure of such
Application to conform to any applicable warranty not disclaimed or permitted to be disclaimed or limited pursuant to this
Section, you may notify Apple, and Apple will refund you the purchase price for such Application, and, to the maximum
extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to such
Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to
any such warranty will be the responsibility of the Company.
Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR
LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR MANAGERS BE LIABLE FOR
DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING WITHOUT LIMITATION ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, ARISING OUT OF
OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED THROUGH
THE SERVICES, ANY CONTENT ON THE SERVICES OR THIRD-PARTY WEBSITES, INCLUDING BUT NOT LIMITED
TO, PERSONAL INJURY, PROPERTY DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, BUSINESS
INTERUPTION, COMPUTER FAILURE OR MALFUNCTION, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS
OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF
GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF
CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
If you are dissatisfied with any portion of the Services, or with any part of these Terms of Use, your sole and exclusive
remedy is to discontinue using the Services. This sole and exclusive remedy is separate and independent of any other
provision that limits our liability or your remedies under these Terms of Use.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER
APPLICABLE LAW.
Indemnity
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and services providers (and with
respect to an Application that has been downloaded from the Apple Store, Apple), and its and their respective employees,
officers, directors, managers, contractors, licensors, suppliers, agents, successors and assigns (the “Company Parties”)
from and against any and all claims, damages, losses, costs, deficiencies, actions, investigations, liabilities, judgments,
awards, fines, penalties, settlements, interest, costs and expenses (including attorneys’ fees) (“Losses”) that directly or
indirectly arise from or are related to any claim, suit, action, demand, or proceeding (each, a “Claim”) made or brought
against any Company Party, or on account of the investigation, defense, or settlement thereof, arising out of, resulting
from, or in connection with, whether occurring heretofore or hereafter: (i) any content you post or upload on the Services;
(ii) your use of the Services and your activities in connection with the Services; (iii) your breach or alleged breach of these
Terms of Use; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances or orders of
any governmental or quasi-governmental authorities in connection with your use of the Services or your activities in
connection with the Services; (v) information or material transmitted through your device used to access the Services that
infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other
right of any person or entity; (vi) any misrepresentation made by you; and (vii) the Company Parties’ use of the information
that you submit to us (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by the Company
Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, the Company Parties retain the exclusive
right to settle, compromise and pay any and all Claims and Losses. The Company Parties reserve the right to assume the
exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each
instance, the prior written consent of an officer of the applicable Company Party.
SMS, MMS, and other Text Messages
If you have opted to receive our Mobile Messaging Services, you may receive automated SMS or text messages, pre-
recorded voice messages or auto-dialed phone calls from the Company or its service providers at the telephone number
that you have provided us (the “Mobile Messaging Services”). In addition to the Mobile Messaging Services, by providing
your mobile device number or cell phone number to the Company, you knowingly consent to informational communications
from the Company and its service providers and the use of your cell phone number or mobile device number by the
Company in accordance with the Privacy Policy, the California Policy and the Mobile Application Privacy Policy, as
applicable. In providing your number, you represent that you have the authority to agree to receive text messages at the
telephone number that you provide to the Company. Your consent to receive autodialed marketing text messages is not
required as a condition of purchasing any goods or services. The Mobile Messaging Services may be used to authenticate
your identity or mobile device. The Mobile Messaging Services include our Marketing Messages Service, which includes
marketing and promotional messages including cart reminders. The Mobile Messaging Services also includes our Updates
Messages Service, which provides order updates, account alerts, and other account related information. You may text the
single keyword command STOP to opt out of the Mobile Messaging Services at any time. Following your opt-out request,
you will receive a one-time opt-out confirmation text message. If you have subscribed to other mobile message programs
that the Company offers and wish to cancel, except where applicable law requires otherwise, you must opt out separately
from such programs by following the instructions provided in their respective mobile terms. For Service support or
assistance, please contact youshould@drinkimprov.com.
We may change any short code or telephone number we use to operate the Mobile Messaging Services at any time and
will use reasonable efforts to notify you of such changes. You acknowledge that any messages, including any STOP or
HELP requests, that you send to a short code or telephone number that has been retired or that we have changed may not
be received and we will not be responsible for honoring requests made in such messages.
Neither the Company nor its service providers shall be liable for delayed or undelivered messages. You agree to maintain
accurate, complete, and up-to-date information with us related to your receipt of messages. You agree to be responsible
for all costs, charges, and fees you incur from your mobile service provider as a result of choosing to receive messages
from the Company and its service providers. In addition, if you download an Application, we may send you special offers
and messages. These in-Application offers and in-Application messages are integrated features of such Application. If you
do not wish to receive these in-Application offers and in-Application messages, you must delete such Application. If you
download an Application, with your permission, we may also push notifications to your Mobile Device (as defined below).
You will be able to opt out of push notifications in your Mobile Device’s settings.
You agree to indemnify, defend, and hold the Company and its service providers harmless from any third-party claims,
liability, damages or costs arising out of, resulting from or in connection with (i) your use of the Mobile Messaging Services,
or (ii) any inaccurate contact or other information provided to the Company by you.
To the extent permitted by applicable law, you agree that neither the Company nor its service providers will be liable for
failed, delayed, or misdirected delivery of any information sent through the Mobile Messaging Services, any errors in such
information, and/or any action you may or may not take in reliance on the information or Mobile Messaging Services.
For more information on how we use telephone numbers, please read our Privacy Policy, our California Policy and our
Mobile Application Privacy Policy, as applicable.
Mobile Applications
Third-Party Fees and Messaging
The use of any Company mobile application (each, an “Application”) requires use of a Mobile Device and wireless mobile
data service, which must be obtained from your wireless carrier, and may require you to obtain Internet access. You are
responsible for obtaining and paying for such additional services and obtaining a suitable Mobile Device, including without
limitation all usage charges related thereto. You may be required to send and receive, at your cost, electronic
communications related to an Application from the Company or third party service providers. You may incur additional
charges from such service providers in connection with your use of an Application. You are solely responsible for obtaining
any additional subscription or connectivity services or equipment necessary to access an Application.
License Grant
Subject to the terms of these Terms of Use, the Company grants you a limited, non-exclusive, and nontransferable license
to: (a) download, install, and use the applicable Application for your personal, non-commercial use on a single mobile
device (and if such Application has been downloaded from the Apple Store, on an Apple-branded mobile device) owned or
otherwise controlled by you (“Mobile Device”) strictly in accordance with such Application’s documentation and, if obtained
from the Apple Store, the Apple Media Services Terms and Conditions, as in effect from time to time (the “Apple Terms”);
and (b) access, download, and use on such Mobile Device the Services made available in or otherwise accessible through
such Application, strictly in accordance with these Terms of Use.
The Company may terminate the license granted hereunder at any time without notice if it ceases to support an
Application, which the Company may do in its sole discretion, or for any other reason. In addition, the license granted
hereunder will terminate immediately and automatically without any notice if you violate any of the terms and conditions of
these Terms of Use or any of the other policies and agreements referenced herein.
Upon such termination, all rights granted to you under these Terms of Use will also terminate; and you must cease all use
of any Application and delete all copies of any Application from your Mobile Device and account. Termination will not limit
any of the Company’s rights or remedies at law or in equity.
License Restrictions
You shall not:
• copy an Application, except as expressly permitted by the license granted herein;
• modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of an
Application;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code
of an Application or any part thereof;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or
proprietary rights notices from any Application, including any copy thereof;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Application, or
any features or functionality of any Application, to any third party for any reason, including by making an Application
available on a network where it is capable of being accessed by more than one device at any time; or
• remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights
management, or security features in or protecting any Application.
Reservation of Rights
You acknowledge and agree that each Application is provided under license, and not sold, to you. You do not acquire any
ownership interest in any Application under these Terms of Use, or any other rights thereto other than to use an
Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms
of Use. The Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in
and to each Application, including all copyrights, trademarks, and other intellectual property rights therein or relating
thereto, except as expressly granted to you in these Terms of Use.
Updates
The Company may from time to time in its sole discretion develop and provide Application updates, which may include
upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation,
“Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the
Company has no obligation to provide any Updates or to continue to provide or enable any particular features or
functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the Internet either: (a) an
Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to
download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that each Application or portions thereof
may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of an Application
and be subject to all terms and conditions of these Terms of Use.
Export Regulation
An Application may be subject to US export control laws, including the Export Control Reform Act and its associated
regulations. You shall not, directly or indirectly, export, re-export, or release any Application to, or make any Application
accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including
obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or
otherwise making any Application available outside the US. You represent and warrant that (i) you are not located in a
country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist
supporting” country, and (ii) you are not listed on any US government list of prohibited or restricted parties or persons.
Acknowledgment for Users Downloading an Application from the Apple Store
You acknowledge that you have had an opportunity to review the Apple Terms before agreeing to be bound by these
Terms and Conditions. You acknowledge that these Terms and Conditions are between you and the Company, and not
with Apple, and the Company, its service providers and licensors, not Apple, are solely responsible for each Application
and the content thereof, including, without limitation, all maintenance and support services with respect to each
Application. You further acknowledge and agree that Apple is not responsible for addressing any claims by you or any
third party relating to any Application or your possession and/or use of any Application, including, but not limited to: (i)
product liability claims; (ii) any claim that an Application fails to conform to any applicable legal or regulatory requirement;
and (iii) any claims arising under consumer protection, privacy, or similar legislation.
Data Collection
We may collect the following information: Name, payment information, contact information including mailing address, email
address or phone number, demographic information, and other information relevant to the operations of the Services.
All information we collect through the Services is subject to our Privacy Policy, as applicable. By using the Services, you
consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, as applicable.
Data Retention and Security
We are committed to ensuring that your information is secure. To prevent unauthorized access or disclosure we have put
in place reasonable physical, electronic and managerial procedures to safeguard and secure the information we collect
online.
General Provisions
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing
waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right
or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or
unenforceable for any reason, then such provision shall be construed, as nearly as possible, to reflect the intentions of the
parties, with all other provisions remaining in full force and effect.
Entire Agreement
The Terms of Use, and all agreements and policies references herein, including without limitation, our Privacy Policy,
constitute the sole and entire agreement between you and the Company regarding the Services and supersede all prior
and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the
Services.
The headings are included for reference only and have no effect on the meaning of any provision.
Governing Law and Jurisdiction
All matters relating to the Services and these Terms of Use, and any dispute, controversy, or claim arising out of or relating
to the Services or these Terms of Use, or the breach, termination or invalidity hereof (each, a “Dispute”), shall be governed
by and construed in accordance with the internal laws of the State of California without giving effect to any choice or
conflict of law provision or rule (whether of the State of California or any other jurisdiction).
You shall resolve any Dispute under the provisions of this section. The procedures set forth herein shall be the exclusive
mechanism for resolving any Dispute that may arise from time to time and these provisions are express conditions
precedent to binding arbitration of the Dispute.
You shall send written notice to the Company of any Dispute (“Dispute Notice”). You shall first attempt in good faith to
resolve any Dispute set forth in the Dispute Notice by negotiation and consultation with the Company. In the event that
such Dispute is not resolved on an informal basis within thirty (30) business days after delivery of the Dispute Notice to the
Company, either party may commence binding arbitration in accordance with the following terms:
Any Dispute shall be resolved by final and binding arbitration conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (“AAA”) then in effect by a tribunal of three (3) arbitrators who shall each be
independent, disinterested persons selected by AAA.
The arbitral tribunal shall have the sole power to rule on any challenge to its own jurisdiction and all issues regarding
arbitrability shall be decided solely by the arbitral tribunal. The place of arbitration shall be San Diego, California. The
language of the arbitration shall be English. The claimant shall commence the arbitration by delivering a notice of
arbitration to the respondent setting out the nature of the claim(s) and the relief requested. Within thirty (30) days of the
receipt of the notice of arbitration, the respondent shall deliver to the claimant its answer and any counterclaim(s), setting
out the nature of such counterclaims(s) and the relief requested.
The tribunal may make its decisions by a majority or by the chair if no majority is possible. The tribunal shall have the
power to grant any provisional or final remedy or relief that it deems appropriate, including an award of attorneys’ fees’.
The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by
the parties and the decisions made by the arbitral tribunal, including its awards to the extent not already in the public
domain, except in judicial proceedings related to the award or where required by applicable law.
The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award
rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Nothing in this section shall preclude
any party from seeking a preliminary injunction or other provisional relief, either prior to, during or after invoking the
procedures in this section, if in its judgment such action is necessary to avoid irreparable damage or to preserve the status
quo.
The parties agree to arbitrate solely on an individual basis, and that these Terms of Use do not permit class arbitration or
any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal
may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or
class proceeding. Notwithstanding the tribunal’s power to rule on its own jurisdiction and the validity or enforceability of the
agreement to arbitrate, the tribunal has no power to rule on the validity or enforceability of the agreement to arbitrate solely
on an individual basis.
YOU UNDERSTAND, AND FURTHER AGREE, THAT YOU HAVE THE RIGHT TO CONSULT WITH INDEPENDENT
LEGAL COUNSEL OF YOUR OWN CHOOSING REGARDING THIS AND ANY OTHER PROVISION IN THIS THESE
TERMS OF USE AND THAT THIS BINDING ARBITRATION PROVISION WILL ELIMINATE YOUR LEGAL RIGHT TO
SUE IN COURT, TO HAVE A JURY TRIAL, AND/OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY
SUCH DISPUTE.
Notwithstanding anything to the contrary in these Terms of Use, in the event that the foregoing arbitration provisions are
deemed invalid or unenforceable, then (i) the remaining portions of these Terms of Use will remain in force and effect, and
(ii) each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation, or
proceeding of any kind whatsoever against any other party in any way arising from or relating to these Terms of Use and
all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum
other than the federal courts of the United States or the courts of the State of California, in each case, located in San Diego
County, California, and any appellate court from any thereof. Each party agrees that a final judgment in any such action,
litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE
OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES;
OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Third-Party Beneficiaries
With respect to an Application only, if such Application has been downloaded from the Apple Store, the parties hereby
designate Apple and its subsidiaries as third-party beneficiaries of these Terms of Use having the right to enforce these
Terms of Use against you. Except as set forth in the immediately preceding sentence, the parties do not confer any rights
or remedies upon any other person or entity other than the parties to these Terms of Use and their respective successors
and permitted assigns.
Your Comments and Concerns
The Services are operated by IMPROV BEVERAGES INC., 3142 Tiger Run Ct. Ste 116, Carlsbad, CA 92010.
All other feedback, comments, requests for technical support, and other communications relating to the Services should be
directed to: youshould@drinkimprov.com.