Updated and Effective June 2020

By using www.carlitospirits.com (the “Site”, “our Site”), which is operated by TNT Spirits LLC, you agree to be bound by these Terms and Conditions of Use (the “Terms”). Please read these Terms carefully prior to your use of our Site. Please exit our Site immediately if you do not accept these Terms, are not of a legal age for consuming alcoholic beverages in the country or other territory in which you are located, or are accessing our Site in a country or other territory where use of our Site is not permitted.

When you use our Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. Carlito's Spirits will communicate with you by email, by posting notices on our Site, and/or through an account you maintain with us. You acknowledge and agree that all agreements, notices, disclosures and other communications that Carlito's Spirits provide to you electronically satisfy any legal requirement that such communications be in writing.

CHANGES TO TERMS

Carlito's Spirits may make changes to these Terms from time to time. If Carlito's Spirits make material changes, Carlito's Spirits will make reasonable efforts to provide you with notice and, where required by law, Carlito's Spirits will obtain your consent before implementing such changes. Unless expressly otherwise agreed, all material changes will apply prospectively only. If you have submitted an email address to us, Carlito's Spirits may notify you of the changes via email. If you have an account with us, Carlito's Spirits may ask you to affirmatively consent to the changes at the time of your next account log-in. By continuing to use our Site after such notice and/or consent, you are bound by these Terms as modified.

ADDITIONAL TERMS

Certain services offered by or through our Site may be governed by additional terms and conditions presented in conjunction with them. You must agree to the additional terms before using such services. These Terms and any additional terms will apply equally. If any additional term is irrevocably inconsistent with any provision of these Terms, the additional term will prevail.

Purchases and Account Creation

In the event you opt to purchase goods, spirits, promotional materials, or other items offered under the Site store, you must agree to the following terms and conditions. Even should to utilize the check-out function as a ‘guest’ of the site, you are hereby agreeing to be bound by the relevant portions of the following terms.

3.1 Registering Your Account.

In order to access certain features (in this instance, shopping and checking out), of the Site you are required to become an eligible registered Accountholder. An “Accountholder” is an individual who completes the registration process or have a valid account on the social networking service (“SNS”) through which the Accountholder has connected to the Services (each such account, a “Third-Party Account”) and also successfully completed our Application to create an Account. Accountholders must be 21 years or older, or of a legal drinking age in their state or country of residence, who have properly registered, and whose registration is valid and accurate. For Accountholders, once you complete and submit our eligibility verification and associated registration, and are accepted, at our sole discretion, you will become an Accountholder and continue such Accountholder status for as long as you maintain your eligibility status in good standing, and are otherwise in good standing. Once you complete and submit your registration, you have opted in to receive email communication from us (Please see our Privacy Notice regarding how to opt out of certain email communications). By becoming an Accountholder, you represent that at all times during your Accountholder (including any Accountholder renewal terms) you remain an eligible Accountholder under the Terms. Accountholder is available only by a valid acceptance of users who have successfully completed the Site’s registration and verification process. If you submit an application and do not qualify, you may not use the Site to view product pricing, conduct transactions, or use other services and benefits reserved exclusively for Accountholders. As an Accountholder, you agree to provide, and represent that you have at all times provided, true, accurate, current, and complete information about yourself as prompted by the Site’s registration and verification form. We reserve the right to suspend, terminate, revoke or prohibit your Accountholder for any reason at any time, without notice, but, in particular, upon any violation of any of these Terms or the Privacy Notice.

By completing an Accountholder verification, you agree that we may utilize your eligibility information (“Registration Data”) provided by you, including identification information and uploaded documents, to verify your eligibility status through various third-party data sources that we have specifically contracted with (collectively, “Verification Sources”). You further agree that we may reaffirm or re-verify your status with the Verification Sources as needed or required.

As such, the Site is only available for Accountholders of a participating and active third-party partner organizations. You grant us the right to disclose to certain third parties certain Registration Data about you. The information we obtain through your use of the Site, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms and Conditions of Use.

3.2 Access Through a SNS.

If you access the Site through a SNS as part of the functionality of the Site, the Application and/or the Services, you may link your Account with Third-Party Accounts, by allowing Carlito's Spirits to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Carlito's Spirits and/or grant Carlito's Spirits access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating us to pay any fees or making Carlito's Spirits subject to any usage limitations imposed by such third-party service providers. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND CARLITO'S SPIRITS DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

3.3 Registration Data.

In registering an Account on the Services, you agree to (1) provide true, accurate, current and complete Registration Data about yourself as prompted by the registration form; and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Site under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (1) notify us immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Carlito's Spirits has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Site (or any portion thereof). You agree not to create an Account using a false identity or eligibility information, or on behalf of someone other than yourself (and you agree that violation of the foregoing will result in a fee of not less than $5,000). You agree that you shall not have more than one Account per platform or SNS at any given time. We reserve the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Site if you have been previously removed by Carlito's Spirits, or if you have been previously banned from the Site.

3.4 Your Account.

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Carlito's Spirits

3.5 Personal Use.

Using the Site as an Accountholder is a privilege, and as such, and in consideration of your Accountholder and the benefits it bestows upon you, you agree that your purchases from the Site shall be for your personal use and not for resale or commercial distribution to others. You agree that you will not sell or permit the sale of the products purchased on the Site or divert such products for resale or redistribution to any other resale channel whatsoever, including but not limited to, the Internet, swap meets or other formal or informal distribution channels without our express written permission. We intend to enforce these restricted sale terms, as in all of the terms of these Terms, to the fullest extent of the law. To that end, we may limit purchases or investigate unusual quantities purchased on the Site whether occurring in one transaction or a series of transactions, suspend or terminate your Accountholder without notice, and/or vigorously seek to enforce these Terms against those who may breach these restrictions.

3.6 Service Requirements

As part of the refund policy, for any Services that require user participation Carlito's Spirits will provide warnings when materials are owed, but reservices the right to cancel, terminate, and otherwise cease provision of such Services if you fail to provide necessary materials in the timely and efficient manner required of you. Upon such cancellation, termination, or other cessation of Services, Carlito's Spirits will not refund, return, or credit you for the monies previously remitted. YOU MUST ABIDE BY THE SERVICE REQUIREMENTS OR COVERED PRESS WILL TERMINATE SERVICES AND YOUR PAYMENT(S) WILL NOT BE REFUNDED.

3.7 Credit Card Usage

You agree and consent that Carlito's Spirits are authorized to automatically debit any credit/debit card(s) placed on file with Carlito's Spirits for Services acquired by you. Should the Customer’s credit card be declined for any reason, Company will contact customer to notify them of the declined charge, and will continue to resubmit the credit card on file for payment until the balance is paid in full. If the Company is not able to charge the Customer’s credit card as noted above for the full amount due, Customer authorizes the Company to split the total amount due across multiple debit transactions to the credit card(s) on file equaling the total amount due. Customer acknowledges that the Company will make its best effort to ensure that all invoices are correctly issued. However, should Customer note any possible errors, Customer agrees to notify our Billing department within 15 days of the issuance of the errant invoice. After 15 days, all invoices will be assumed to be correct, and no further billing adjustments will be made.

3.8 Chargebacks

You shall not chargeback, recall, or otherwise seek to acquire Services form Carlito's Spirits and subsequently defraud Carlito's Spirits of the purchase price of the Services. Any such activity may result in Carlito's Spirits seeking resolution of the dispute through arbitration or other remedies by which Carlito's Spirits may avail themselves.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property and database rights, in our Site, and in the materials published on it, including but not limited to trademarks, designs, logos, text, images, audio and video materials, look and feel and software (including code, interface and Carlito's Spirits website structure) (collectively the “Materials”) are owned by us, our subsidiaries, affiliates companies and/or any of our partners (“the Owners”). Specifically, “Carlito's Spirits TEQUILA,” “Carlito's Spirits ORGANIC TEQUILA” and the “Carlito's Spirits” logo are trademarks of Carlito's Spirits, protected in the United States of America and other countries. The Materials are protected by intellectual property laws and treaties around the world. All such rights are reserved. You may not remove any copyright or other proprietary notices from any Materials on our Site. Carlito's Spirits reserve the right to copy-protect any of the Materials on our Site. Except as expressly provided in these Terms, Carlito's Spirits do not grant you any rights, title, interest or license to any Materials you may access on our Site. Provided that you are located in a country or other territory where the consumption of alcoholic beverages is permitted AND that you are of a legal age to consume alcoholic beverages in the country or other territory in which you are located, you may print a reasonable number of hard copies, and may download extracts, of any page(s) from our Site for your lawful, personal, non-commercial use only. Unless otherwise specifically authorized by us (by way of example only, explicit instructions such as “Click Here to Enlarge this Image”) you must not modify the paper or digital copies of any Materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text or proprietary notice. All other copying (whether in electronic, hard copy or other format), reproduction, transmission, public performance, public display, uploading, posting, transmission, distribution, commercial exploitation, adaptation, translation, modification, bundling, merging, sharing or making available to any person, or creation of any derivative works of our Site or the Materials on our Site is strictly prohibited and may constitute a violation of intellectual property laws and other laws worldwide. The status of the relevant Owners (and that of any identified contributors) as the holders of rights in the Materials on our Site must always be acknowledged. You must not use any part of the Materials on our Site for commercial purposes without obtaining a license to do so from us and/or, where applicable, from the relevant Owner. If you print off, copy or download any part of our Site in breach of these Terms, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the Materials you have made.

ACCEPTABLE USE

You may use our Site and Materials only for lawful, personal and non-commercial purposes and Carlito's Spirits reserve the right, in our sole discretion, to terminate your use of our Site. You may not use our Site: (a) In any way that breaches any applicable local, national or international law or regulation; (b) In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; (c) For the purpose of harming or attempting to harm minors in any way; (d) To send, knowingly receive, upload, download, use or re-use any Material which does not comply with our content standards set forth below in the section entitled “Materials Submitted by You”; (e) To transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); (f) To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware (“Malicious Code”); or (g) Any other uses or activities that Carlito's Spirits determine, in our sole discretion, are illegal, abusive, harmful or improper.

THIRD PARTY GOODS AND SERVICES

FROM TIME TO TIME OUR SITE MAY DISPLAY ADVERTISEMENTS OF GOODS AND/OR SERVICES OF THIRD PARTIES. CARLITO'S SPIRITS DO NOT VOUCH FOR NOR ENDORSE SUCH THIRD PARTIES OR ANY OF THEIR GOODS OR SERVICES. YOUR COMMUNICATIONS AND BUSINESS DEALINGS WITH SUCH THIRD PARTIES ARE SOLELY BETCarlito's SpiritsEN YOU AND SUCH THIRD PARTIES. YOU AGREE THAT CARLITO'S SPIRITS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE YOU MAY INCUR AS A RESULT OF YOUR COMMUNICATIONS AND BUSINESS DEALINGS WITH SUCH THIRD PARTIES.

YOUR RESPONSIBILITIES

You may use our Site for lawful, personal and non-commercial purposes only. You may not use our Site in any manner that could damage, disable, overburden, or impair our servers or networks or interfere with any other party’s use and enjoyment of our Site.

You may not attempt to gain unauthorized access to our Site, other users’ accounts or our computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not (and you agree not to encourage or allow any third party to):

copy, modify, adapt, translate, reverse engineer, decode or otherwise attempt to derive or gain access to any portion of our Site or Materials;

remove any copyright, trademark or other proprietary rights notices contained in our Site or Materials;

use any robot, spider, Site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of our Site or Materials;

rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available our Site or any features or functionality of our Site, to any third party for any reason, including by making our Site available on a network where it is capable of being accessed by more than one device at any time;

reformat or frame any portion of the Carlito's Spirits pages that are part of our Site;

use “Carlito's Spirits” or any of our other trademarks as meta tags or ad keywords;

impersonate another person or entity, or falsify account information, or make unauthorized use of another person’s or entity’s information; or

collect or store personal data about any other user without his/her express prior written consent.

Carlito's Spirits have the discretion to terminate your access to our Site without notice for any violation of the above rules. Carlito's Spirits also may remove all or any part of our Site at any time in our sole discretion.

MATERIALS SUBMITTED BY YOU

Unless specifically requested, Carlito's Spirits does not solicit nor do Carlito's Spirits wish to receive any confidential, secret or proprietary information or material from you through our Site, or in any other way. Any information or material submitted by you and which has not been specifically requested by us (“Your Material”) will be deemed not to be confidential, secret or proprietary. You agree that Your Material, whether ideas, creative concepts or other materials, may be used, reproduced and disclosed by us freely without restriction for whatever purpose Carlito's Spirits deem fit and without payment of any sum or acknowledgement of you as the source. You also warrant that any “moral rights” in Your Material have been irrevocably waived by their authors. To the extent you provide us with any information or materials originated from or relating to a third party, you represent and warrant that you have received that third party’s express written consent (a) authorizing you to disclose such information or materials to us and (b) allowing such information or materials to be used, reproduced and disclosed by us freely without restriction for whatever purpose Carlito's Spirits deem fit and without payment of any sum or acknowledgement of such third party as the source. Carlito's Spirits SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE SUFFERED BY YOU AS A RESULT OF OUR USE OR DISCLOSURE (TO THE EXTENT PERMITTED BY LAW) OF YOUR MATERIAL. This section does not affect any rights you may have under data privacy laws that protect your personal information or similar privacy laws, to the extent that such rights cannot be excluded.

Carlito's Spirits reserve the right, at any time and in our sole discretion, to reject and remove any information or materials submitted by you that, in our sole judgment, violates these Terms or any applicable law or may expose or subject our company or our Site to liability of any kind or may adversely affect our reputation or goodwill or our Site.

PRIVACY

In the course of your use of our Site, you may be asked to provide personal information to us (“Personal Information”). Our information collection and use policies with respect to Personal Information are set forth in our Privacy Policy, which is incorporated into these Terms by reference. You acknowledge and agree that you are solely responsible for the accuracy and content of the Personal Information that you furnish to us.

LINKS TO THIRD-PARTY SITES

For your convenience, our Site may display links to third-party Carlito's Spirits websites (“Linked Sites”). You acknowledge and agree that Carlito's Spirits do not assume any responsibility for Linked Sites. Links to Linked Sites do not constitute our endorsement or approval of, or our association or affiliation with, such sites or the content, products, advertising or other materials presented on such sites. Carlito's Spirits have no control over these Linked Sites and do not edit or monitor them. You acknowledge and agree that Carlito's Spirits are not responsible or liable, directly or indirectly, for any damage, loss or cost caused or alleged to be caused by or in connection with use of or reliance on any information, content, goods or services available on such Linked Sites. No Carlito's Spirits website may be linked to our Site or its pages without our prior written consent.

RESTRICTION, SUSPENSION AND TERMINATION

Carlito's Spirits may restrict, suspend or terminate your access to our Site and/or your access to any services on our Site if Carlito's Spirits believe that you have breached these Terms. Any such restriction, suspension or termination will be without prejudice to any rights that Carlito's Spirits may have against you with respect to your breach of these Terms. Any provision of these Terms that must survive in order to give proper effect to the intent and purposes of these Terms shall so survive termination.

COPYRIGHT AGENT

Carlito's Spirits respect the intellectual property rights of others and require that the people who use our Site do the same. Carlito's Spirits respond to notices of alleged infringement as required by the U.S. Digital Millennium Copyright Act (“DMCA”), including by removing or disabling access to material claimed to be the subject of infringing activity. Carlito's Spirits also have implemented a policy of terminating, in appropriate circumstances, the accounts of registered users on our Site who are determined by us to be repeat infringers.

If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below: (1) Your address, telephone number, and email address; (2) A description of the copyrighted work that you claim has been infringed;(3) A description of the alleged infringing activity and where the alleged infringing material is located; (4) statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent or the law; (5) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; and (6) statement by you, made under penalty of perjury, that the above information as submitted by you is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Copyright Agent:

Carlito's Spirits Tequila Company Attn.: Francisco Gonzalez 4590 MacArthur Blvd Newport Beach, CA 92660

Tel: 4242294943 Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Please see www.copyright.gov for more information.

GOVERNING LAW AND JURISDICTION

These Terms are governed by and construed and enforced in accordance with the internal laws of the State of Connecticut without giving effect to the principles of conflicts of laws of such state and are binding upon the parties hereto in the United States and worldwide. You and Carlito's Spirits agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms.

Our Site is based in the State of Connecticut in the United States. [If you access our Site from outside the United States, you are responsible for compliance with local laws.] To the extent that any software is accessible through our Site, such software may be subject to export, re-export and/or import controls imposed by the United States or any other jurisdiction and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. has placed an embargo or which is subject to relevant export restrictions; (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals list, or (c) in violation of the U.S. Commerce Department’s Table of Denial Orders.

DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY

Carlito's Spirits warrant that Carlito's Spirits have validly entered into these Terms and have the legal poCarlito's Spiritsr to do so. You warrant that you have validly entered into these Terms and have the legal Carlito's Spirits to do so. If you are accessing our Site from the United States of America, you represent and warrant that you are at least 21 years of age. If you are accessing our Site from any jurisdiction outside of the United States of America, you represent and warrant that you have reached the legal drinking age under the laws of the jurisdiction from which you are accessing our Site.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Carlito's Spirits specifically disclaim all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. Carlito's Spirits do not warrant that (a) our Site will meet your requirements, (b) operation of our Site will be uninterrupted or virus- or error-free or (c) errors will be corrected. Any oral or written advice provided by us or its authorized agents does not and will not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOUR USE OF OUR SITE IS AT YOUR OWN RISK.

YOU AGREE THAT IN NO EVENT WILL CARLITO'S SPIRITS BE LIABLE (Y) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOCarlito's SpiritsVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF CARLITO'S SPIRITS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR (Z) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR SITE. The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law.

IF FOR ANY REASON THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 IS/ARE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN OUR MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO $100.

You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that Carlito's Spirits would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.

Pursuant to California Civil Code § 1789.3, California users of the Site are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, by telephone at (916) 445-1254 or (800) 952-5210 or facsimile at (916) 574-8676.21. Contacting Us. If you have questions regarding our Terms its implementation, failure to adhere to these Terms and/or our general practices, please contact us at [EMAIL].

INDEMNIFICATION

You agree to indemnify and defend us and its directors, officers, employees and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees brought against us by any third party arising from your use of our Site or any violation of these Terms, the rights of a third party or applicable law. Carlito's Spirits reserve the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of us may be made without our prior written approval.

DISPUTE RESOLUTION

YOU AND CARLITO'S SPIRITS AGREE THAT EACH MAY BRING claims against the other only on an individual basis and not as a plaintiff or clASS member in any PURPORTED class or representative action or proceeding

[Confirm: YOU AND CARLITO'S SPIRITS AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION IN THE MANNER SPECIFIED IN THIS SECTION 15 AND THAT YOU AND Carlito's Spirits WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW.

Any dispute Carlito's Spirits between you and us and our agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates arising from or relating to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of these Terms to arbitration (collectively, “Covered Disputes”) will be settled by binding arbitration in the State of Connecticut administered by the American Arbitration Association (AAA) in accordance with its rules (including its rules and procedures for consumer-related disputes) in effect on the date thereof. Prior to initiating any arbitration, the initiating party will give the other party at least 60 days’ advanced written notice of its intent to file for arbitration. Carlito's Spirits will provide such notice by email to the email address that you provided to us through our Site and you must provide such notice to us by email at ____.

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If, hoCarlito's Spiritsver, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Carlito's Spirits will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration that Carlito's Spirits paid on your behalf which you otherwise would be obligated to pay under the AAA’s rules.

A single arbitrator will be selected in accordance with the AAA Commercial Arbitration Rules. The arbitration shall be conducted in the English language. The arbitrator will have the Carlito's Spirits to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will not, Carlito's Spirits, have the Carlito's Spirits to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator’s decision must be with written explanation and remain confidential. Carlito's Spirits and you agree that any Covered Dispute will be submitted to arbitration on an individual basis only. If any provision of the agreement to arbitrate in this Section 15 is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class, representative or private attorney general arbitration). Regardless of any statute or law to the contrary, notice on any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred. For purposes of this Section 15, these Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA). ]

ENTIRE AGREEMENT

If Carlito's Spirits or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such cause. Headings and captions are for convenience only.

Should you engage Carlito's Spirits as a business, influencer, or any other position beyond that of an average consumer of Carlito's Spirits products, please be aware that additional terms and conditions will apply. Carlito's Spirits will, as appropriate and necessary, provide such contractual materials to you for review and signature in such occurrence.

These Terms, including and incorporating by reference our Privacy Policy, constitute the entire agreement between Carlito's Spirits you and us in relation to its subject matter and supersedes any and all prior promises, representations, agreements, statements and understandings whatsoever between Carlito's Spirits us. To the extent that software is available through our Site, such software may be subject to a license agreement that is distributed or included with such software and you agree to abide by the terms and conditions of any such license agreements. The failure by us to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be unenforceable or invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect. Carlito's Spirits may cede assign or otherwise transfer our rights and obligations in terms of these Terms to third parties. Nothing contained in these Terms will be deemed to constitute us or you as the agent or representative of the other or as joint venturers or partners.