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.macyswinecellar.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 STATEMENT}. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS & CONDITIONS AND PRIVACY STATEMENT, 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 1-888-997-0319, 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 all 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 STATEMENT} 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, CO, CT, FL, GA, IA, ID, IL, IN, KS, LA, MA, MD, ME, MI, MN, MO, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OR, PA, SC, SD, TN, TX, VA, VT, WA, WI, WV and WY, and to the District of Columbia (DC). Choose your state here: https://www.macyswinecellar.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. Unlimited 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 note: for Alaska residents, the Unlimited shipping service covers the $19.99 delivery charge; however, a $50 FedEx shipping surcharge per case still applies.) 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 STATEMENT}, 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 STATEMENT}.

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@macyswinecellar.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 STATEMENT} (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 STATEMENT} 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: October 31, 2017

The macyswinecellar.com website is operated by DirectWines, Inc. This privacy statement (the "Privacy Statement") sets forth the data protection and privacy practices and procedures of Direct Wines, Inc., a Delaware corporation, its affiliates, and its and their respective parents and subsidiaries (individually and collectively, "Company," "we," "our" or "us"), and applies to the URL, https://www.macyswinecellar.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").

TYPES OF INFORMATION COLLECTED AND HOW IT IS USED

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.

Personally Identifying Information (PII)

Although many areas of the Company Sites do not require registration and may be accessed by you without having to disclose any personal information, when using the Wine Services and or other aspects of the Company Sites, we or our service providers may collect, use and share personally identifying information, such as your name, billing address, shipping address, age, email address, telephone number, password, and credit card information (collectively, "PII"). Please remember that it is your responsibility to protect the confidentiality of your login and password data. The Company Sites are directed to adults aged twenty-one (21) or older.

We collect PII from you when you voluntarily provide it directly to us when you engage in activities on the Company Sites. We use the PII we collect for various purposes, including to: (i) create your Account; (ii) permit a Guest Log-In to the Company Sites; (iii) create a shopping cart and/or process your orders placed in connection with the Wine Services; (iv) register a Wine Club membership; (v) contact you, for example, if there is an issue with any orders placed through our Wine Services or your Wine Club membership; (vi) send you email communications, and/or newsletters; (vii) respond to questions or other requests; (viii) inform you of new products, services, promotions, and offers and those of our Brand Partners (as defined below) through email, postal mail, or other means; (ix) contact you with respect to your use of the Company Sites or changes to the Privacy Statement or other Company policies; (x) improve the Company Sites and the content, features and services provided by the Company Sites, as well as customer service; (xi) update and maintain the accuracy of our information; (xii) use for our internal business purposes; (xiii) send you other notices in order to comply with applicable laws and regulations; and (xiv) for other purposes disclosed at the time you provide your PII. Depending on the activity, some of the PII we ask you to provide us is required and some is voluntary. If you do not provide the required information for a particular activity, you may not be permitted to engage in that activity.

The PII you provide to us to create your Account will be available for viewing by visiting the Company Sites and entering your personal log-in information that you create when registering your Account. By creating an Account, you may also utilize the "My Wine Cellar" feature of your Account, which tracks your order history, status of pending orders, favorites, preferences, 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 below under the heading entitled "Contact Information." If you ever use a public computer to access the Company Sites, we strongly encourage you to log out at the conclusion of your session. We may permit you to log into your Account via social networks, but please note that by doing so, your use of a social network will be governed by such social network's Privacy Statement and terms and conditions.

Additional Information

When you visit the Company Sites, we may also collect additional information from you, some of which may be personally identifying PII, including, without limitation, website usage information about how our visitors use and navigate the Company Sites, including the number and frequency of visitors to each web page, the duration of their stays, the visitor's browser and operating system, the domain name of each visitor's Internet service provider, and certain other information (e.g., IP address and clickstream data). When you request pages from the Company Sites, our servers log your IP address. We may use IP addresses for a number of purposes, such as system administration, to report aggregate information to our business partners or to audit use of the Company Sites. Except where such additional information also contains PII, we may share this information with others without express notice to you or consent from you, and we may exploit, use and disclose this information without limitation of any kind.

We may also collect certain information automatically, including through the use of cookies, web beacons and other technologies. A cookie is a small piece of computer code sent by a website and stored on the hard disk of your computer. We use two kinds of cookies: session cookies and persistent cookies. Session cookies exist only for as long as your browser remains open. We use session cookies, for example, to manage items added to your shopping cart. Persistent cookies last from visit to visit; they do not go away when you exit your browser. We use persistent cookies to enable an easier log-in process, give you a more personalized shopping experience, or help you navigate our website more efficiently. For example, we use persistent cookies to show you items you have previously browsed. Managing cookie preferences differs from browser to browser so please refer to your browser for further information. If you would like to disable cookies, please use the help function in your web browser to restrict cookies from our website(s). By blocking cookies you may not have access to certain features on the Company Sites.

We may also use "pixel tags" (sometimes called "web beacons" or "clear gifs"), which are tiny graphic images, on the Company Sites. Pixel tags help us analyze users' online behavior and measure the effectiveness of the Company Sites and our advertising and marketing. We may also use other analytical tools to evaluate site performance through the use of aggregated data. We work with service providers that help us track, collect, and analyze this information.

Cookies, pixel tags, and/or other analytical tools that we may use on the Company Sites may collect information about your visit, including the pages you view, the features you use, the links you click, and other actions you take in connection with the Company Sites. This information may include your computer's Internet protocol (IP) address, your browser type, your operating system, date and time information, and other technical information about your computer. We may also track certain information about the identity of the Company Sites you visited immediately before coming to the Company Sites. We do not otherwise track any information about your use of other Company Sites. Cookies, pixel tags, and/or other analytical tools in our emails may also be used to track your interactions with those messages, such as when you receive, open, or click a link in an email message from us. We may also work with businesses that use tracking technologies to deliver advertisements on our behalf across the Internet. These companies may collect pseudonymous information about your visits to the Company Sites and your interaction with our advertising and other communications.

We may combine the information collected through cookies, pixel tags and other analytical tools with other information we may have collected from you. This information may be used to improve the Company Sites, to personalize your online experience, to help us deliver information to you, to determine the effectiveness of advertising, and for other internal business purposes.

Ads appearing on the Company Sites may be delivered to users by us or one of our advertising partners. Our advertising partners may set cookies. These cookies allow the ad server to recognize your computer each time they send you an online advertisement. In this way, ad servers may compile information about where you, or others who are using your computer, saw their advertisements and determine which ads are clicked on. This information allows an ad network to deliver targeted advertisements that they believe will be of most interest to you. This Privacy Statement covers the use of cookies by us and does not cover the use of cookies by any advertisers.

WITH WHOM INFORMATION MAY BE SHARED

Except as disclosed in this Privacy Statement, the Company does not share your PII with unaffiliated third parties. We may disclose your PII to outside individuals and/or companies who help us: (i) bring you the products and services we offer; (ii) create, operate, and maintain the Company Site(s); and (iii) with specialized services such as payment processing, shipping, mail and e-mail distribution, mobile messaging, website(s) hosting, monitoring, analytics, promotions management, survey and mobile payment processing. We provide these third-party companies only with the information they need to perform their services. For mobile payment processing, the mobile payment service providers will provide your information to your mobile telephone service provider to bill you directly. We also work with third parties, such as ad networks, analytics companies and social networking platforms, and they may collect information about your online activities over time and across our sites and other online services. We require that these outside individuals and/or companies agree to keep all information shared with them confidential and to use the information only to perform their obligations to us. We may also contribute to or participate in cooperative databases, which give other companies access to your PII.

We work with certain strategic partners (the "Brand Partners") in connection with the creation and operation of various co-branded Wine Clubs, which are promoted by us and our Brand Partners. We disclose only the PII required to make these particular Wine Clubs work and to support your membership with them, which typically includes your name and/or email address, as well as information regarding the purchases you make through the particular Wine Club. We disclose this information to our Brand Partners under an agreement that requires that they maintain the confidentiality and security of your PII in the same manner The Company does. If you do not wish to receive marketing, promotional, or other communications from our Brand Partners, you must contact them directly.

We may sell, transfer or otherwise disclose user information, including PII, in connection with a corporate merger, consolidation, the sale of all or substantially all assets or of a business group, or other corporate change of the Company.

We may disclose information about our users, including PII, when legally required to do so at the request of governmental authorities conducting an audit or investigation, or to verify or enforce compliance with the policies governing the Company Sites and applicable laws, rules, and regulations. We may use IP addresses to identify users in cooperation with Internet service providers or law enforcement agencies, and may also disclose user information whenever we believe disclosure is necessary to limit our legal liability or to protect or enforce the rights, interests or safety of the Company Sites, our users or others.

The Company may share additional information with third parties. We may use and share aggregated and anonymous information to conduct market research and analysis for ourselves and/or for our business partners. Given the anonymous, non-personally identifiable nature of such information, there are no restrictions under this Privacy Statement on how we may use or disclose such information. For example, we may freely share such information with third parties who may use such data for their own marketing, advertising, research, or other business purposes. We may also freely share such information with our service providers in order for them to perform services to or for us. We authorize certain service providers to utilize such information for their business purposes and in accordance with their privacy policies, such as to report on usage or industry trends to their customer base.

CHANGING YOUR PREFERENCES; OPT-OUT

You may opt out of your subscriptions to receive marketing mailings or e-mail communications from the Company at any time by (a) following the instructions to "opt-out" of future marketing communications contained within the direct mailing, or e-mail, that you receive from the Company, or (b) by sending us an email or writing to us at the addresses listed below under the heading entitled "Contact Information." 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 can opt out of accepting cookies or disable them from your browser. The "help" function on most browsers contains information on how you can set your browser to notify you before accepting cookies or can disable them entirely. If you opt out of cookies, you will not be able to take advantage of various features of the Company Site(s) that are available to other users. For example, we may use cookies to recognize you by name when you return to a Company Site so you don't have to login again and provide your password.

You may ask us to delete your PII from our system, however, because we archive and keep track of past transactions, you cannot delete information associated with past transactions or archived information on our system.

If you do not receive a response from us to any emails you send to us within ten (10) business days, please send us another email as your original email may not have been received.

We use third-party advertising companies to serve interest-based advertisements. These companies compile information from various online sources to match user profiles with ads we believe will be most relevant, interesting and timely based on that user profile. If you would like to opt-out of interest-based advertising, please click here. Please note that you will be opted out of all interest-based advertising from all business members of the Network Advertising Initiative for that specific browser on that specific device. If you opt-out, you may continue to see or receive online advertising from us; however, these ads may not be as relevant to you.

LINKS TO OTHER SITES AND CONTENT ACCESSIBLE THROUGH THE COMPANY SITES

Our Company Sites may include links to other websites whose privacy practices may differ from ours. We are not responsible for the privacy practices of websites operated by third parties that are linked to or integrated with the Company Sites or for the privacy practices of third parties. If you submit PII to any of those websites, your PII is governed by the privacy statements of those websites. We encourage you to carefully read the privacy statement of any website you visit.

SECURITY

While the Company strives to secure your PII, even reasonable security measures do not guarantee the security of any information you transmit via the internet, including to the Company. The Company cannot guarantee that information it seeks to protect will be protected under all circumstances, including those beyond its reasonable control. You acknowledge and agree that you transmit information to the Company via the Company Sites at your own risk. Additionally, please be advised that if you share with others emails or URLs you receive from the Company, such sharing may allow access to limited PII on the Company’s website, including your name, shipping address and product orders (in addition to the PII in the email itself). In doing so, you may be sharing your PII with others and you acknowledge that you will be sharing at your own risk.

CHILDREN

The Company Sites are directed to adults aged twenty-one (21) or older. We do not knowingly collect PII from children under thirteen (13) years of age. We will promptly delete any information later determined to be from a user younger than thirteen (13) years of age.

CONSENT TO TRANSFER

The Company Sites are located in the United States and the United Kingdom. Your PII will be processed and shared in the United States. Data protection and privacy regulations may provide different levels of protection in the United States as compared with other jurisdictions. If you are located in the European Union, Canada or elsewhere outside of the United States, please be aware that any information you provide to us will be transferred to the United States By using the Company Sites or providing us with your information, you consent to this transfer.

MODIFICATIONS

The Company may modify this Privacy Statement from time to time. If we make any substantial changes in the types of PII we collect or how we use it, we will inform you of such changes by posting a revised notice on our Company Sites and such changes will be effective when posted. Unless you inform us otherwise, we will use your PII consistent with the Privacy Statement currently in effect. It is your responsibility to review any such changes or updates and check the Company Sites from time to time to be sure you understand all terms and conditions, agreements and policies of the Company Site(s) and are in compliance with them. Your continued use of the Company Sites following the posting of any amendment, modification or change shall constitute your acceptance thereof.

CALIFORNIA PRIVACY RIGHTS

If you are a California resident, California Civil Code Section 1798.83 permits you to request information with respect to the disclosure of your PII by us to third parties for such third parties' direct marketing purposes. We are only required to respond to a particular customer's request for such information once during a calendar year. To make such a request, please send us an email or write to us at the addresses listed below under the heading entitled "Contact Information."

In addition, please note the following:

(a) Users can visit the Company Sites anonymously; (b) We will add a link to this Privacy Statement on our home page, or at a minimum, on the first significant page after entering the Company Sites; (c) Our Privacy Statement link can easily be found on the page specified above; (d) Users will be notified of any Privacy Statement changes on our Privacy Statement page; (e) Users are able to change their PII by emailing us or by calling us; (f) Some Internet browsers include the ability to transmit "Do Not Track" signals that give you control over the collection and use of web browsing information. Because uniform standards for "Do Not Track" signals have not yet been adopted, we do not process or respond to such signals in users' web browsers at this time; and (g) We allow the collection of users' behavioral tracking (but not PII) by third parties. We do not authorize the collection of PII on the Company Sites by third parties.

NON-CONFIDENTIAL INFORMATION

We do not want you to send to us any confidential or proprietary information through email or otherwise. Any information, materials, suggestions, ideas or comments sent to us will be considered non-confidential, and by submitting the same to us, you are giving us the absolute right to use, modify, reproduce, transmit, display and distribute the information for any purpose whatsoever, with no payment or other compensation to you. However, we will not use your name unless we are required by law to identify the source of the materials, information, suggestions, ideas or comments, or unless we first obtain your permission.

ASSIGNMENT

We may freely assign this Privacy Statement or any of our rights and/or obligations hereunder.

DISPUTES

Any disputes regarding this Privacy Statement are subject to our Terms & Conditions, including that this Privacy Statement will be governed by the laws of the State of New York, applicable to agreements made and performed in New York, and the Dispute Resolution Policy therein. THE DISPUTE RESOLUTION POLICY INCLUDES A REQUIREMENT THAT ANY DISPUTES BE SUBMTITED TO ARBITRATION (NOT TO A COURT OR A JURY) AND A WAIVER OF ANY RIGHT TO BRING A CLASS ACTION OR PRIVATE ATTORNEY GENERAL CLAIM. See Terms & Conditions SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE TERMS & CONDITIONS MAY NOT APPLY TO YOU.

CONTACT INFORMATION

If you have any questions or comments about our Privacy Statement, or would like to review or update the PII that you have provided to us, please contact us at:

EFFECTIVE DATE OF POLICY

This Privacy Statement is effective as of October 1, 2017.