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Terms and Conditions of Service

Corkboard for Business

Version 1.0 · Effective Date: October 16, 2026

These Terms and Conditions of Service ("Terms") are entered into by Corkboard, LLC, an Arizona limited liability company ("Corkboard") and the business identified in an Order Form that references these Terms ("Customer"). Corkboard and Customer are each a "Party."

1. APPLICABILITY

These Terms govern the subscriptions, onboarding, implementation, support, and other services Corkboard provides to Customer (the "Services"). Each order form, quote, or proposal signed or accepted by both Parties (an "Order Form"), together with these Terms, forms the agreement between the Parties (the "Agreement"). If an Order Form conflicts with these Terms, the Order Form controls for that order only.

Terms in any purchase order, vendor portal, or other Customer document do not apply, even if Corkboard accepts or acknowledges the document.

The Agreement also includes Corkboard's Acceptable Use Policy; where Corkboard hosts Customer's system, Corkboard's Hosting Schedule; where an Order Form includes onboarding, implementation, data migration, or a version upgrade, Corkboard's Onboarding and Migration Schedule; and where Customer links its system to another Corkboard customer's (as a customer or as a supplier), Corkboard's Vendor Link Schedule — each as published at corkboardbusiness.com/legal in the version in force when Customer accepted the Order Form or, for the Vendor Link Schedule, when the link was approved.

2. THE SERVICES

Depending on the Order Form, the Services may include:

  1. Subscription — access to the Corkboard for Business software, including Corkboard's Odoo modules, for use in Customer's business-management system (the "Software");
  2. Corkboard Personal Wine Cellar App — making the Corkboard Personal Wine Cellar available to Customer's members, connected to Customer's system;
  3. Hosting — hosting of Customer's system through Corkboard's hosting providers, where included in the Order Form;
  4. Onboarding — setup, configuration, data import (such as products and members), and training; and
  5. Support — email support during Corkboard's normal business hours, with the response target stated in the Order Form, and updates to the Software as Corkboard makes them available.

Work not described in an Order Form, such as custom development, integrations, or additional training, requires a written change request agreed by both Parties and is billed at the rates stated in it.

Corkboard-hosted deployments. Unless the Order Form says otherwise, Corkboard hosts Customer's system through its hosting providers, and the Hosting Schedule applies.

Customer-hosted deployments. If the Order Form states that Customer will host its own system, or use its own Odoo partner or hosting provider: (a) Corkboard licenses the Software and supports it as delivered, but is not responsible for Customer's hosting, servers, backups, security, availability, or upgrades of the underlying platform; (b) the Hosting Schedule does not apply; (c) Customer will keep its platform on a version that the Software supports; (d) support excludes problems caused by Customer's environment, other modules, or changes made by anyone other than Corkboard; and (e) Customer's hosting provider and any Odoo partner may access the Software only after signing a non-disclosure agreement directly with Corkboard, and may not copy, modify, or redistribute it.

3. PLANS

Subscription plans may be priced by the number of Customer's active members. Corkboard may confirm the member count at each renewal, and the plan for the next term will reflect it.

4. CUSTOMER'S RESPONSIBILITIES

Customer will:

  1. Cooperate with Corkboard and provide timely access to the information, data, personnel, and decisions Corkboard reasonably requests;
  2. Provide accurate data and remain responsible for the data it enters or imports;
  3. Designate administrators, keep credentials confidential, and promptly notify Corkboard of any unauthorized access;
  4. Comply with all laws that apply to its business, including laws governing the sale, shipment, delivery, advertising, and taxation of alcoholic beverages, age verification, and licensing;
  5. Provide its members and customers with any notices, and obtain any consents, required by law for Customer's collection and use of their information, and maintain its own privacy policy; and
  6. Not give any Odoo partner, implementer, software developer, or other third party access to the Software, Corkboard documentation, or Corkboard confidential information without Corkboard's prior written consent.

5. CUSTOMER DELAYS

If Corkboard's performance is prevented or delayed by an act or omission of Customer or its agents, contractors, or employees, Corkboard is not in breach for that delay, and dates and fees may be adjusted reasonably to account for it.

6. FEES, PAYMENT, AND LATE PAYMENT

Customer will pay the fees stated in each Order Form. Unless the Order Form says otherwise: subscription fees are billed monthly in advance; onboarding fees are billed when the Order Form is signed; and other services are billed monthly as performed. Invoices are due within 15 days of the invoice date.

If an invoice is not paid by its due date, Corkboard may charge a fixed late-payment fee equal to fifteen percent (15%) of the overdue amount, or the maximum amount permitted by law if that is lower, and may suspend the Services without further notice until all overdue amounts are paid. If any amount remains unpaid more than sixty (60) days after its due date, Corkboard may refer it to a collection agency, and Customer will pay all reasonable costs of collection, including legal fees.

Fees are non-refundable except as stated in the Agreement. Corkboard may change subscription fees for a renewal term by giving at least sixty (60) days' notice before the renewal.

7. TAXES

Fees exclude taxes. Customer is responsible for all sales, use, value-added, and similar taxes on the Services, other than taxes on Corkboard's income.

8. INTELLECTUAL PROPERTY AND LICENSE

Corkboard property. Corkboard owns the Software, the Corkboard Personal Wine Cellar, all related documentation, and all improvements, configurations, templates, and tools Corkboard creates while performing the Services, together with all intellectual-property rights in them ("Corkboard Property"). Corkboard's Odoo modules are licensed under the Odoo Proprietary License (OPL-1). Payment of fees does not transfer ownership of any Corkboard Property.

License. During the term of the Agreement and subject to payment, Corkboard grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Software for Customer's internal business and to make the Member App available to Customer's members.

Restrictions. Customer will not, and will not permit any person to: (a) copy, distribute, sublicense, sell, or publish the Software; (b) modify the Software other than through its standard configuration settings; (c) reverse engineer, decompile, or attempt to derive its source code; (d) use the Software, Corkboard Property, or Corkboard confidential information to build, specify, or commission a competing product; or (e) remove any proprietary notice.

Customer property. Customer owns its data and the content it provides, including its product information, photos, descriptions, trademarks, and information about its members and customers ("Customer Data"). Customer grants Corkboard a license to use Customer Data to provide the Services. Corkboard may use aggregated and de-identified information about use of the Services to operate and improve them, provided it does not identify Customer or any individual.

Contributions. If Customer, its employees, or its contractors create code, configurations, or other material for inclusion in Corkboard Property, that material is owned by Corkboard, and anyone who creates it will sign Corkboard's Contributor License Agreement before it is used.

Feedback. Corkboard may use any suggestions or feedback from Customer without restriction.

9. USER DATA AND THE CORKBOARD PERSONAL WINE CELLAR APP

Corkboard Personal Wine Cellar App. Customer may invite its Club Members to use the Corkboard Personal Wine Cellar app (the "App"). "Club Members" are persons enrolled in one of Customer’s wine club programs with recurring scheduled shipments or pickups. Corkboard provides the App to Club Members free of charge under the App’s Terms of Service and Privacy Policy. If and when Corkboard makes the option available, Customer may also invite purchasers who are not Club Members ("Other Purchasers") to use the App upon such terms and conditions as Corkboard sets at that time. Club Members and Other Purchasers who use the App are "App Users." While an App User’s account is connected to Customer, the App shares with Customer, as a condition of using the App, the App User’s ratings of Customer's wines, which of Customer's wines are in the App User’s cellar and when they are opened, and the App User’s order requests. The App does not share with Customer information about other wineries' or other clubs' wines, or App User’s written tasting notes, and Customer will not try to obtain it.

Corkboard as service provider. Corkboard processes Customer Data on Customer's behalf, as Customer's service provider, and only to provide, support, and secure the Services. Corkboard will not sell or share Customer Data, use it for advertising or to market to Customer's Club Members or Other Purchasers or retain, use, or disclose it for any other purpose, except as required by law. In running its business Corkboard uses high-level information only, such as the number of Club members, Other Purchasers, App Usersand active accounts, usage, and system health. Corkboard personnel access individual records only to provide support Customer requests, to keep the Services secure and working, or where the law requires

Customer's responsibilities. Customer is responsible for its own privacy policy and notices to its Club Members and Other Purchasers , for having a lawful basis to collect and use their information, for honoring their requests and choices, and for using information it receives through the App or the Services only in compliance with applicable law. Corkboard will refer to Customer, and reasonably help Customer respond to, any request it receives from Customer's Club Members and Other Purchasers about Customer Data.

10. CONFIDENTIALITY

Each Party will protect the other Party's confidential information with at least reasonable care, use it only to perform the Agreement, and not disclose it except to personnel and advisors who need it and are bound by confidentiality obligations. If the Parties have signed a non-disclosure agreement, it remains in effect and applies in addition to this Section.

11. AVAILABILITY, SUPPORT, AND BACKUPS

Corkboard will use commercially reasonable efforts to keep the Services available, subject to scheduled maintenance, emergency maintenance, and events outside its reasonable control. Unless an Order Form includes a service-level commitment, no service credits apply. Where Corkboard hosts Customer's system, Corkboard will maintain regular backups.

12. WARRANTIES

Corkboard warrants that it will perform the Services in a professional and workmanlike manner. If Customer notifies Corkboard in writing of a breach of this warranty within thirty (30) days after the affected Services are performed, Corkboard will re-perform them; if it cannot, Customer may recover the fees paid for the non-conforming Services. This is Customer's exclusive remedy for breach of this warranty.

Customer warrants that it has the authority to enter into the Agreement, that it has the rights needed to provide Customer Data to Corkboard, and that its use of the Services will comply with law.

13. DISCLAIMER OF WARRANTIES

EXCEPT AS STATED IN SECTION 12, THE SERVICES ARE PROVIDED "AS IS," AND CORKBOARD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

14. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, CUSTOMER'S PAYMENT OBLIGATIONS, OR CUSTOMER'S BREACH OF SECTION 8: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA; AND (B) EACH PARTY'S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED FIFTY PERCENT (50%) OF THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

15. INDEMNIFICATION

By Corkboard. Corkboard will defend Customer against any third-party claim that the Software, as provided by Corkboard, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, third-party software, or use of the Software in combination with items not provided by Corkboard or in breach of the Agreement.

By Customer. Customer will defend Corkboard against any third-party claim arising from Customer Data, Customer's sale, shipment, or delivery of alcoholic beverages or other products, Customer's dealings with its Club Members and Other Purchasers, or Customer's breach of Section 4, and pay resulting damages finally awarded or agreed in settlement.

The indemnified Party must give prompt notice of the claim, reasonable cooperation, and control of the defense to the indemnifying Party.

16. TERM, RENEWAL, AND TERMINATION

Each subscription runs for the initial term in its Order Form and then renews automatically for successive terms of the same length unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the current term.

Either Party may terminate the Agreement if the other Party materially breaches it and fails to cure the breach within thirty (30) days after written notice, or if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy or similar proceedings.

On expiration or termination: Customer's license and access to the Services end; all unpaid fees become due; and, if Customer requests it within thirty (30) days, Corkboard will make Customer Data available for export in a standard format, after which Corkboard may delete it.

17. FORCE MAJEURE

Neither Party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, such as natural disasters, utility or internet failures, failures of third-party hosting or network providers, labor disputes, government action, or acts of war or terrorism.

18. SUBCONTRACTORS AND THIRD-PARTY SERVICES

Corkboard may use subcontractors and third-party service providers, including hosting, network, and artificial-intelligence providers, to perform the Services, and remains responsible for their performance of Corkboard's obligations. The Software operates with the Odoo platform; Odoo S.A. is not a party to the Agreement, and Customer's use of Odoo is also subject to Odoo's own license terms.

19. USE OF ARTIFICIAL INTELLIGENCE

Corkboard may use artificial-intelligence tools to perform the Services, including in software development, data import, and features such as reading wine labels or drafting wine descriptions. Customer is responsible for reviewing AI-generated content before publishing it to its members or customers.

20. ALCOHOL

Corkboard is a software provider. Corkboard does not sell, ship, or deliver alcoholic beverages, does not hold any license to do so, and is not the merchant of record for any of Customer's sales.

21. ASSIGNMENT

Neither Party may assign the Agreement without the other Party's written consent, except to a successor in a merger, acquisition, or sale of substantially all of its relevant assets that assumes the Agreement in writing.

22. NO THIRD-PARTY BENEFICIARIES

The Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and gives no rights to any other person.

23. GOVERNING LAW AND VENUE

The Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-law principles. Subject to Section 28, any proceeding arising from the Agreement will be brought in the state or federal courts located in Maricopa County, Arizona, and each Party consents to their jurisdiction.

24. NOTICES

Notices under the Agreement must be in writing and sent to the addresses in the Order Form, by email with confirmation of receipt, by nationally recognized courier, or by certified mail. Notices are effective on receipt.

25. SEVERABILITY AND WAIVER

If any provision is found unenforceable, the remaining provisions remain in effect. A Party's failure to enforce a provision is not a waiver of it.

26. SURVIVAL

Sections 6 through 10 and 13 through 28, and any other provision that by its nature should survive, survive expiration or termination of the Agreement.

27. AMENDMENT

Each version of these Terms, the Acceptable Use Policy, and the Hosting Schedule carries a version number and effective date. Customer is bound by the versions in force when it accepted its Order Form. Corkboard may publish new versions; a new version replaces the prior one for Customer only from Customer's next renewal or new Order Form, and only after Corkboard gives at least thirty (30) days' notice. Corkboard keeps every prior version available at corkboardbusiness.com/legal.

Any other change to the Agreement must be in writing and signed by both Parties.

28. DISPUTES, ATTORNEYS' FEES, AND JURY WAIVER

The Parties will first try to resolve any dispute through good-faith negotiation between senior representatives for at least thirty (30) days. Either Party may seek injunctive relief at any time to protect its intellectual property or confidential information.

In any action to enforce the Agreement, the prevailing Party will recover its reasonable attorneys' fees and costs.

29. ENTIRE AGREEMENT

The Agreement, together with any non-disclosure agreement between the Parties, is the entire agreement between the Parties about its subject matter and supersedes all prior proposals and discussions.