Terms of Service

Effective January 1, 2024 

This agreement (the "Terms of Service" or “Terms”) is a legally binding agreement between you and Studio Beverage Group, 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.studiobeveragegroup.com, and all other websites, social media pages and accounts owned by the Company (individually and collectively, the "Websites" or “Sites”). Studio Beverage Group offers this Website, including all information, tools and services available from this Site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our Site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the Terms, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our Website. By accessing or using any part of the Site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

• Online Store Terms

1. Orders: We operate one or more online stores offering various consumer goods, including alcoholic beverages, to eligible consumers. Products may be available for individual order or may be offered as part of a subscription to a wine club or beer club featuring periodic shipments of products in accordance with certain specified terms and conditions (collectively “Club”). Available alcoholic beverage products and offers may vary by state and all product offers made on our Websites are subject to availability. In the event that a particular selection is currently unavailable, either as part of an individual order or as part of a shipment made pursuant to a Club membership, a substitute of similar style and of equal or greater value will be supplied in your shipment. The Company has 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 reserves the right to cancel any affected orders and refund the charge to you as your sole remedy. The Company reserves the right to change product pricing and discounts offered at any time. 

IN THE EVENT PRODUCT PRICING CHANGES WITH RESPECT TO 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 CLUB PRIOR TO BEING CHARGED FOR YOUR NEXT SHIPMENT.

2. Subscription Programs. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY WILL USE A RECURRING PAYMENT SYSTEM IN CONNECTION WITH ANY SUBSCRIPTION PROGRAM(S), i.e., CLUBS, THAT YOU ARE ENROLLED IN. THE METHOD OF PAYMENT LINKED TO YOUR ACCOUNT WILL BE AUTOMATICALLY CHARGED IN ACCORDANCE WITH THE SHIPPING SCHEDULE OF YOUR APPLICABLE PROGRAM OR THE RENEWAL TERM OF THE PROGRAM. THERE IS NO ONGOING COMMITMENT TO REMAIN A MEMBER OF ANY SUBSCRIPTION PROGRAM. YOU MAY CANCEL YOUR MEMBERSHIP(S) AT ANY TIME BY CONTACTING US AT HELLO@CLUBOVERSTOCK.COM OR BY SIGNING INTO YOUR ACCOUNT ONLINE AND FOLLOWING THE CANCELLATION INSTRUCTIONS, AND WE WILL PROMPTLY STOP PROCESSING THE RECURRING PAYMENTS. 

3. Individual Orders. You may cancel pending orders at any time prior to shipment by contacting us at hello@cluboverstock.com 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.

4. Eligibility. By agreeing to these Terms of Service, you represent that you are at least 21 years of age or older. You may not use our Site or Services if you are under 21. You may not purchase for, pick-up for, receive, or send a delivery to anyone under 21. 

• General Conditions

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Website through which the service is provided, without express written permission by us.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

A breach or violation of any of the Terms will result in an immediate termination of your Services.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

• Modifications to the Service and Prices

The Company reserves the right to modify any of the terms and conditions contained in these Terms of Service at any time, at our sole discretion. Your continued use of the Company Website(s) following such notification will be confirmation of your acceptance of such changes. The Company will give you prior written notification of material changes to the terms of any Club membership and provide you with an opportunity to cancel your Club membership. 

WE RESERVE THE RIGHT TO CHANGE THE TERMS OF ANY PRODUCTS, GOODS, OR SERVICES THAT WE OFFER, INCLUDING WITHOUT LIMITATION CHANGES TO PRICES, SHIPPING AND HANDLING, DELIVERY TIMES, AND/OR PACKAGE CONTENTS. ALL PRICES (OTHER THAN ALREADY AGREED UPON CLUB MEMBERSHIP PRICES), DISCOUNTS, AND PROMOTIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. AT OUR DISCRETION, AND IN ACCORDANCE WITH APPLICABLE LAW, WE MAY PROVIDE YOU WITH PRIOR NOTICE OF ANY MATERIAL CHANGES. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU WILL BE DEEMED TO HAVE ACCEPTED THE CHANGES.

• Products or Services

Certain products or services may be available exclusively online through the Website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, in our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

• Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made from us. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

• Optional Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

• Third-Party Links

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

• User Comments, Feedback and Other Submissions

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ”comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related Website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

• Personal Information

Your use of the Company Site(s) and/or submission of personal information through the Site is governed by our Privacy Policy, which we may amend from time to time, and you hereby agree to its terms. Please go to our Privacy Policy to review.

• Errors, Inaccuracies and Omissions

Occasionally there may be information on our Site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related Website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related Website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related Website, should be taken to indicate that all information in the Service or on any related Website has been modified or updated.

• Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related Website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related Website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related Website for violating any of the prohibited uses.

• Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and services delivered to you through the Service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

IN NO CASE SHALL STUDIO BEVERAGE GROUP, INC., OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

• Indemnification

You agree to indemnify, defend and hold harmless Studio Beverage Group and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

• Dispute Resolution; Arbitration and Class Action Waiver

PLEASE READ THIS DISPUTE RESOLUTION SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

1. Informal Dispute Resolution Procedure.

a. If a dispute arises between you and us, we are committed to working with you to reach a reasonable resolution. For any issue or dispute that arises between us, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This includes first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to our email address, which is provided in the Notices section of these Terms of Service. For any dispute that Company initiates, we will send our written description of the dispute to the email address associated with your account. The written description must be on an individual basis and provide at least the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought.

b. You and we agree to then negotiate in good faith about the dispute through an informal telephonic dispute resolution conference. The informal telephonic dispute resolution conferences shall be individualized; multiple individuals initiating claims cannot participate in the same conference. If either party is represented by counsel, that party's counsel may participate in the conference, but the party also must appear at and participate in the conference. If the dispute is not resolved satisfactorily through this informal process within sixty (60) days after receipt of the written description of the dispute, you and we agree to the further dispute resolution provisions below. The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding.

2. Mutual Agreement to Arbitrate. IF YOU AND WE ARE UNABLE TO INFORMALLY RESOLVE OUR DISPUTE WE EACH AGREE THAT WE WILL SUBMIT THE DISPUTE TO BINDING ARBITRATION AS DESCRIBED BELOW. 

a. To the fullest extent permitted by law, any controversy or claim arising out of or relating to our relationship, these Terms of Service, or our Privacy Policy (including any dispute as to their breach, termination, enforcement, interpretation or validity), will be resolved exclusively by binding arbitration. The arbitration shall be conducted before the American Arbitration Association (“AAA”) or JAMS using a single arbitrator under the applicable resolution provider’s Arbitration Rules and Procedures in effect at the time the arbitration is initiated. The arbitrator shall be chosen by mutual agreement from a list of ten (10) potential arbitrators proposed by you or us (each of us may propose up to five proposed arbitrators) and, if you and we are unable to agree, the arbitrator shall be chosen by the arbitration administrator. In the event of a conflict between the Arbitration Rules and Procedures and these Terms of Service, these Terms shall govern. YOU ARE HEREBY WAIVING YOUR RIGHT TO HAVE A JURY TRIAL OR TO GO TO COURT TO RESOLVE DISPUTES WITH US. You may, in arbitration, seek any and all remedies otherwise available to you where you reside, other than as waived in these Terms of Service. 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.

b. The arbitration will be conducted at the AAA or JAMS office, as applicable, nearest to your residence, unless you and we mutually agree to a different location or to a telephonic arbitration. The parties will equally share the costs of the arbitration proceeding, including the arbitrator’s fees and case management fees. To initiate arbitration, you or we must follow the arbitration initiation procedure set forth in the rules and policies in effect at AAA or JAMS, as applicable.

c. 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 award punitive, exemplary, or consequential damages, nor to make errors of law; 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 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.

d. 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 a Company affiliate or service partner, licensor, officer, director, agent, employee, affiliate or predecessor. 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 arbitration agreement 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, including the waivers of the rights to bring a lawsuit in court and to assert a class action, are knowing and voluntary.

• Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

• Miscellaneous

1. Entire Agreement: These Terms of Service and any policies or operating rules posted by us on this Site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). 

2. Governing Law: These Terms of Service and all issues collateral hereto shall be governed and construed in accordance with the laws of the State of California pertaining to contracts made and to be performed entirely therein and without regard to its conflict of laws principles.

3. Changes to Terms of Service: You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

4. Severability: In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

5. Notices: Unless otherwise specified to the contrary herein, all notices due under these Terms of Service 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 email; or the day after it is sent, if sent for next day delivery by a recognized overnight courier service, return receipt requested. Electronic notices to us shall be sent to the following email address hello@cluboverstock.com.

6. Assignment: These Terms of Service are personal to you and your account or purchase(s) with Company. You may not assign these Terms of Service 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, in its sole discretion. These Terms of Service will inure to the benefit of the Company’s successors, assigns and licensors.

7. 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 us, nor will these Terms of Service 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.

8. Force Majeure: The Company shall not be liable for performance of its obligations under these Terms of Service 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.

9. 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 of Service 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.

10. Notice to 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.

• Contact Information

Questions about the Terms of Service should be sent to us at hello@cluboverstock.com