This End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and Imbibit, LLC, an Ohio limited liability company (“Company”). This Agreement governs your use of the BEVWATCH branded application on the IOS platform, (including all related documentation, the “Application”). The Application is licensed, not sold, to you.

BY CLICKING THE “AGREE” BUTTON, DOWNLOADING, INSTALLING, OR USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER: AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS BETWEEN COMPANY AND YOU AND NOT ANY OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, APPLE INC. OR GOOGLE LLC

ARBITRATION NOTICE AND CLASS ACTION WAIVER: YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. READ MORE IN SECTION 15 BELOW.

1. Changes to this Agreement.
   • Company may revise and update this Agreement 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 Application and Content and Services (defined below).
   • Your continued use of the Application and Content and Services following the posting of a revised Agreement means that you accept and agree to these changes.
2. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Application and the features, functionality, and content accessible on or through the Application (collectively, “Content and Services”) for your personal, non-commercial use on a single mobile or wearable device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application’s documentation; and
3. License Restrictions. Licensee shall not:
   • copy the Application or the Content and Services, except as expressly permitted by this license;
   • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not copyrightable or patentable, of the Application or the Content and Services;
   • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application, the Content and Services, 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 the Application or the Content and Services, including any copy thereof;
   • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, including, without limitation, the Content and Services, to any third party for any reason, including, without limitation, by making the Application or the Content and Services available on a network where they are capable of being accessed by more than one device at any time;
   • remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application or the Content and Services;
   • access or use the Application or the Content and Services in violation of any law, regulation, or rule; or
   • use the Application or the Content and Services for purposes of competitively analyzing them, the development of a competing products or services, or any other purpose that is to the Company’s commercial disadvantage
4. Intellectual Property.
   • The Application or the Content and Services and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, “look and feel,” and the design, selection and arrangement thereof), are owned by 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.
   • Reservation of Rights. You acknowledge and agree that the Application and the Content and Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Application or the Content and Services under this Agreement, or any other rights thereto other than to use the Application and the Content and Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain entire right, title, and interest in and to the Application and the Content and Services, including all copyrights, patents, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
5. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application or the Content and Services, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application and the Content and Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, including, without lim. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
6. Content and Services. THE APPLICATION AND THE CONTENT AND SERVICES ARE NOT MEDICAL OR PROFESSIONAL ADVICE AND ARE NOT TO BE USED AS A SUBSTITUTE FOR THE SAME. THE APPLICATION AND THE CONTENT AND SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE. IF YOU HAVE A MEDICAL CONDITION, CONSULT YOUR DOCTOR BEFORE USING THE APPLICATION AND THE CONTENT AND SERVICES, ENGAGING IN A HYDRATION PROGRAM, OR CHANGING YOUR DIET. IF YOU EXPERIENCE A MEDICAL EMERGENCY, STOP USING THE APPLICATION AND THE CONTENT AND SERVICES AND CONSULT WITH A MEDICAL PROFESSIONAL. COMPANY IS NOT RESPONSIBLE FOR ANY HEALTH PROBLEMS THAT MAY RESULT FROM YOUR ACCESS TO OR USE OF THE APPLICATION AND THE CONTENT AND SERVICES. IF YOU ENGAGE IN ANY PROGRAM YOU RECEIVE OR LEARN ABOUT THROUGH THE APPLICATION AND THE CONTENT AND SERVICES, YOU AGREE THAT YOU DO SO AT YOUR OWN RISK AND ARE VOLUNTARILY PARTICIPATING IN THESE ACTIVITIES.
7. Updates. 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 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:
   • the Application will automatically download and install all available Updates; or
   • 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 the 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 the Application and be subject to all terms and conditions of this Agreement.

8. Third-Party Materials. The Application and the Content and Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
9. Term and Termination.
   • The term of Agreement commences when you accept it and will continue in effect until terminated by you or Company as set forth in this Section 9.
   • You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.
   • Company may terminate this Agreement at any time without notice for any or no reason. Without limiting the generality of the foregoing, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
   • Upon termination:
     • all rights granted to you under this Agreement will also terminate; and
     • you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.
   • Termination will not limit any of Company’s rights or remedies at law or in equity.
10. Disclaimer of Warranties. THE APPLICATION AND THE CONTENT AND SERVICES ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, 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 APPLICATION AND THE CONTENT AND 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, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
    • PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
    • DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

12. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the 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 the Application available outside the US.
13. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
14. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule.
15. Dispute Resolution; Arbitration; Class Action Waiver.
    • Any dispute, claim or controversy among the parties arising out of or relating to this Agreement, Privacy Policy, the Content and Services, or the products and services you purchase on or through any of the foregoing (“Dispute”) shall be finally resolved by and through binding arbitration in accordance with the Federal Arbitration Act to the exclusion of any other Federal, state or municipal law of arbitration. Both the foregoing agreement of the parties to arbitrate any and all Disputes, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration, shall be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction.
    • For any Dispute, the place of arbitration shall be in Hamilton County in the State of Ohio.
    • The cost of the arbitration proceeding, including, without limitation, each party’s attorneys’ fees and costs, shall be borne by the unsuccessful party or, at the discretion of the arbitrators, may be prorated between the parties in such proportion as the arbitrators determine to be equitable and shall be awarded as part of the award.
    • RESTRICTIONS ON ARBITRATION: ALL DISPUTES, REGARDLESS OF THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. ANY DISPUTES YOU MAY HAVE AGAINST COMPANY, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS YOU HEREBY AGREE TO BIFURCATE AND ARBITRATE AGAINST THEM INDIVIDUALLY IN HAMILTON COUNTY, OHIO. YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, AND TO CERTAIN DISCOVERY AND OTHER PROCEDURES THAT ARE AVAILABLE IN A LAWSUIT. YOU AND COMPANY AGREE THAT THE ARBITRATORS HAVE NO AUTHORITY TO ORDER CONSOLIDATION OR CLASS ARBITRATION OR TO CONDUCT CLASS-WIDE ARBITRATION PROCEEDINGS, AND ARE ONLY AUTHORIZED TO RESOLVE THE INDIVIDUAL DISPUTES BETWEEN YOU AND COMPANY, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS. FURTHER, YOU WILL NOT HAVE THE RIGHT TO CONSOLIDATION OR JOINDER OF INDIVIDUAL DISPUTES OR ARBITRATIONS, TO HAVE ANY DISPUTE ARBITRATED ON A CLASS ACTION BASIS, OR TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.
    • THE VALIDITY, EFFECT, AND ENFORCEABILITY OF THE FOREGOING WAIVER OF CLASS ACTION LAWSUIT AND CLASS-WIDE ARBITRATION, IF CHALLENGED, ARE TO BE DETERMINED SOLELY AND EXCLUSIVELY BY THE STATE COURTS LOCATED IN HAMILTON COUNTY, OHIO OR THE FEDERAL DISTRICT COURT LOCATED IN HAMILTON COUNTY, OHIO.
    • WITHOUT WAIVING THE RIGHT TO APPEAL SUCH DECISION, SHOULD ANY PORTION OF THIS SECTION 15 BE STRICKEN FROM THIS AGREEMENT OR DEEMED OTHERWISE INVALID OR UNENFORCEABLE, THEN THIS ENTIRE SECTION 15 (OTHER THAN THIS SENTENCE) SHALL BE STRICKEN FROM THIS AGREEMENT AND INAPPLICABLE, AND ANY AND ALL DISPUTES SHALL PROCEED IN THE STATE COURTS LOCATED IN HAMILTON COUNTY, OHIO, OR THE FEDERAL DISTRICT COURT LOCATED IN HAMILTON COUNTY, OHIO AND BE DECIDED BY A JUDGE, SITTING WITHOUT A JURY, ACCORDING TO APPLICABLE COURT RULES AND PROCEDURES, AND NOT AS A CLASS ACTION LAWSUIT.
16. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE APPLICATION, OR THE CONTENT AND SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
17. Entire Agreement. This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and the Content and Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application and the Content and Services.
18. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.