SAAS SERVICE AGREEMENT – WINERIM

BETWEEN:

WINERIM LLC, a limited liability company incorporated in Florida (USA), with its principal office located at 1210 Washington Ave, Suite 213, Miami Beach, FL 33139 (hereinafter referred to as the “Provider”)

AND:

The Client, whose details are collected during the subscription process via Stripe (hereinafter referred to as the “Client”).

1. Purpose of the Agreement

This Agreement governs the provision of the SaaS (Software as a Service) platform known as Winerim, developed and managed by the Provider. The platform is designed to manage, showcase, and optimize the Client’s wine list for commercial use in the hospitality sector.

2. Description of the Service

The service includes:

Access to the Winerim web and mobile application.
Public display of the wine list in multiple formats.
Filtering tools and multilingual navigation.
A control panel to manage and edit wine references.
Technical support via email or the platform from Monday to Friday, 9:00 AM to 6:00 PM (EST).
Addition of new wine references upon request.
Continuous improvements and system updates.

3. Intellectual Property & Software Protection

The Winerim platform and all its content are the sole property of the Provider. The Client is granted a limited, revocable, non-exclusive, and non-transferable license to use the software under the terms of this Agreement.

The Client acknowledges that the business model, user flow, operational logic, structure, and features of Winerim constitute confidential and proprietary know-how of the Provider and may not be reproduced, imitated, reverse-engineered, or used outside the scope of this contract.

The Client agrees not to perform reverse engineering, decompilation, disassembly, or any attempt to access the source code, algorithms, or internal logic of the platform directly or indirectly.

For the duration of this Agreement and for two (2) years after its termination, the Client agrees not to develop or assist in the development of any software or service that replicates significant features of Winerim, particularly within the hospitality industry.

The Client may not share or reuse their subscription across multiple business units, brands, or locations unless a separate license has been obtained for each.

The Client is also liable for misuse, copying, or disclosure of the software or its content by employees, contractors, or former staff with prior access.

No integration with external systems (POS, ERPs, reservations, etc.) is permitted without prior written consent from the Provider.

In case of suspected misuse, the Provider reserves the right to audit the Client’s use of the platform, with prior notice and in accordance with data protection laws.

Unauthorized use of the software, its logic, or content shall result in immediate termination of this Agreement and require the Client to indemnify the Provider for any damages, including lost profits, legal costs, and reputational harm. A minimum compensation of five thousand euros (5,000 €) is hereby established, without prejudice to further claims.

4. Confidentiality & Data Protection

Both parties agree to maintain the confidentiality of all exchanged information. The Provider will process personal data in compliance with applicable data protection laws, including the GDPR where applicable.

5. Obligations of the Parties

Provider’s Obligations:

Deliver the service as described.
Bear the infrastructure and hosting costs.
Provide appropriate technical support.

Client’s Obligations:

Provide accurate information and necessary materials.
Make payments as agreed.
Use the service within contractual boundaries and not infringe upon third-party rights.
Accept that Winerim is a support tool and that the Provider is not responsible for business decisions made based on platform insights.
Ensure all uploaded content (e.g., wines, vintages, prices, images) is accurate and legally compliant. The Client is solely responsible for its validation and public visibility.
Limit access to a maximum of 5 simultaneous devices per location unless agreed otherwise in writing.

6. Price & Billing

The applicable price is that published and selected during the Stripe subscription. The Client authorizes recurring automatic payments via the selected method. Invoices will be made available in the user dashboard.

The Provider may modify prices with at least 15 calendar days’ prior notice via email. The Client may object within 15 days and cancel the contract without penalty.

7. Term & Termination

This Agreement is of indefinite duration from the activation date of the service.

Client Cancellation:
The Client may cancel the Agreement at any time by emailing support@winerim.com with a minimum of 15 days’ notice before the next billing cycle.
Since the Client does not have direct access to cancel via Stripe, the cancellation must be processed by the Provider upon timely written notice.
Lack of proper notice will result in automatic renewal and no refunds will be granted unless expressly agreed.

Data Export:
Upon request and before termination becomes effective, the Provider may export the wine list data in a standard format (e.g., Excel, CSV), subject to additional fees. Data will be deleted 30 days after termination.

Provider Termination:
The Provider may terminate this Agreement with 15 days’ notice if the Client fails to meet Winerim’s quality or usage standards, or due to non-payment or misuse of the platform.

8. Limitation of Liability

The Provider does not guarantee uninterrupted availability of the platform. Interruptions, technical failures, and scheduled maintenance may occur. These shall not entitle the Client to any compensation, refund, or legal claim.

The Provider is not liable for indirect damages, business losses, or force majeure. The Client understands the platform is offered “as-is” and does not guarantee specific commercial outcomes.

While the Provider may assist with data entry or updates, the Client remains solely responsible for validating all content published in their wine list, including vintages, prices, images, and descriptions.

Content generated by Winerim, whether by AI or the internal team (e.g., tasting notes, food pairings), is provided for educational or promotional purposes only and must be reviewed by the Client. The Provider disclaims responsibility for any inaccuracies or misuse of such content.

Winerim includes automated tools to manage wine visibility, rotation, and ordering. The Client expressly accepts this functionality and is responsible for reviewing the effects of such automation. The Provider is not liable for lost sales or negative outcomes related to these features.

Reports generated by Winerim are based on available data and are for reference only. The Provider does not warrant the accuracy of reports and accepts no responsibility for decisions based solely on them.

The Provider is not liable for any acts, promises, or misconduct by employees, partners, sales agents, or third parties acting without written authorization.

The Client is solely responsible for the publicly visible content in their digital wine list. The Provider shall not be liable for errors, discrepancies, or third-party claims resulting from such content.

The Provider’s liability is limited to the total amount paid by the Client in the previous six (6) months.

9. Data Usage & Public Display

The Client authorizes the Provider to publicly display the wine list and utilize aggregated, anonymized data for statistical or promotional purposes. The Client’s logo may be displayed within the ecosystem unless expressly revoked in writing.

10. Governing Law & Acceptance

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, United States.

The Client acknowledges having read and accepted this Agreement upon completing the subscription process via Stripe. Continued use of the service shall constitute legally binding acceptance of these terms.

Acceptance Clause:
By subscribing via Stripe, the Client expressly agrees to be legally bound by this Agreement. Continued use of the platform after activation constitutes further confirmation of such acceptance.