Resale

1.1 Reseller shall have a non-exclusive right to resell the products set forth on Exhibit A ("Products") solely in the location and market channel set forth on Exhibit A in accordance with CORAVIN’s then-current policies. Any advertising must be approved in advance by CORAVIN. CORAVIN may introduce new Products, discontinue the manufacture or sale of any of its Products, and make changes in the design or construction of any of Products without incurring any obligation or liability to Reseller. Reseller is not authorized to create any obligation on behalf of CORAVIN or to bind it in any way whatsoever. Until such status is otherwise revoked by CORAVIN, in CORAVIN’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller.”

1.2 Reseller shall have a non-exclusive license to use the trademark "CORAVIN" or such other name or trademark determined by CORAVIN in its sole discretion ("Trademark") solely in connection with the sale of the Products, and in a form and format approved by CORAVIN. Reseller is prohibited from selling the Products under any brand other than the Trademark. CORAVIN owns, and shall retain, all right, title and interest in and to the Product, the Product design, and any and all related intellectual property rights. Reseller shall not create, register, or use any domain name or any mobile application that contains any CORAVIN product name or any trademark owned by CORAVIN, nor a misspelling or confusingly similar variation of any CORAVIN product name or any trademark owned by or licensed to CORAVIN.

1.3 Reselleragrees to adhere to theCoravin, Inc. Product Quality Policy set forth on Exhibit B, as may be updated, amended, or modified by Coravin from time to time.

1.4CORAVIN may review Reseller’s activities for compliance with this Agreement and Reseller agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Reseller’s facilities and records related to the sale of the Products.

Internet and Catalog Sales

2.1 Reseller agrees to adhere to the Coravin Inc. Online Sales Guidelines set forth on Exhibit C to this Amendment, as may be updated, amended, or modified by Coravin from time to time.

2.2 In the event Reseller advertises Products in its catalog, such advertising: (i) must be approved in advance by Coravin; and (ii) will clearly indicate the Products are only available for sale in the Territory.

2.3 Reseller shall not sell the Products on or through Amazon, eBay or any other online marketplace websites unless otherwise specifically authorized to do so by Coravin in writing.

2.4 Coravin may review Reseller’s activities for compliance with the Agreement (as amended) and Reseller agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Reseller’s facilities and records related to the sale of the Products.

2.5 Reseller shall comply with all applicable Coravin policies. This Amendment is binding upon and will inure to the benefit of the parties and their respective successors and assigns and, except and to the extent modified hereby and by any other amendment executed by the parties or authorizations or Coravin policies as Coravin may change from time to time, the Agreement will remain in full legal force and effect. Notwithstanding the foregoing, Coravin has the right to change any of its policies, establish new policies, and change any channel and territory authorizations in its sole discretion with notice. Unless otherwise provided, any changes to Coravin’s policies will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Coravin intellectual property, or use of any other information or materials provided by Coravin to Reseller following notice of the changes will be deemed Reseller’s acceptance of the changes.

Prices; Terms of Purchase

3.1 The Product purchase price is set forth on CORAVIN’s Business Partner Price List, as amended from time to time by CORAVIN ("Purchase Price"). CORAVIN may increase or decrease the Purchase Price, and any such increases or decreases shall become effective on all Purchase Order(s) received 30 days after notification of such increases or decreases. Payment terms are net 30 days from invoice date. CORAVIN may suspend any pending Product shipments until all outstanding invoices are paid in full. The Purchase Price does not include shipping or taxes applicable to Reseller's sale of the Products (which shall be the obligation of the Reseller), and is exclusive of all state and local taxes. All Products shall be shipped FOB CORAVIN's specified location with title and risk of loss passing to the Reseller upon shipment. All ship dates specified by CORAVIN are estimates, and CORAVIN is not be responsible for any failure to meet requested or scheduled ship dates. CORAVIN shall have the right to allocate available Products among its customers, distributors and/or resellers in its sole discretion. All Product orders shall be placed by Reseller via written purchase order ("Purchase Order"), and are subject to acceptance by CORAVIN in its sole discretion. CORAVIN may reject any purchase order for any reason or no reason. In no event will any additional or different terms (other than quantity and requested delivery date) apply, and CORAVIN specifically rejects any such additional or different terms. All sales are final and Reseller shall not have any right to return Products.

3.2 Reseller may purchase Products for demonstrations, tastings and internal use. Reseller may offer a gift with the purchase of Products or distribute Products as a gift to customers upon CORAVIN’s prior written approval, but Reseller is prohibited from gifting Products with the purchases of other goods or services.

Warrant; Disclaimer

CORAVIN provides end-user customers with a limited Product warranty included with the Products. CORAVIN DISCLAIMS ALL WARRANTIES TO RESELLER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Term and Termination

5.1 This Agreement will remain in effect for the period of time set forth on Exhibit A. Notwithstanding the term of the Agreement, either party (i) shall have the right to terminate this Agreement upon 30 days prior written notice of material breach of this Agreement by the other party, provided such breach is not cured within such notice period; and (ii) may terminate this Agreement upon 60 days prior written notice to the other party. CORAVIN shall have the right to terminate this Agreement upon three business days prior written notice if it believes Reseller is harming the creation, maintenance, or enhancement of CORAVIN’s prestige brand. Upon any such termination, CORAVIN shall have the right, in its sole discretion and without any obligation, to buy back any or all of Reseller’s undamaged Product inventory as of the date of such termination at Reseller’s Purchase Price, and damaged product at a discount to be agreed upon by CORAVIN and Reseller, less any and all amounts owed to CORAVIN by Reseller as of the date of such termination. In the event the term of this Agreement specified in Exhibit A expires, and Reseller submits a Purchase Order for Products which is accepted by CORAVIN after such expiration, the provisions of this Agreement will apply to such Purchase Order.

5.2 Upon termination of this Agreement, Reseller shall: (i) pay CORAVIN all sums then outstanding and owed to CORAVIN within 30 days of the effective date of termination; (ii) immediately return all CORAVIN Confidential Information to CORAVIN; (iii) immediately cease selling the Products; (iv) immediately cease acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of CORAVIN Products or has any affiliation whatsoever with CORAVIN; and (v) immediately cease using all CORAVIN intellectual property. The provisions of Sections 1.4, 2.1, 3, 4, 5, 6 and 7 will survive termination or expiration of this Agreement for any reason.

Confidential Information.

CORAVIN may provide Reseller with proprietary and confidential information of CORAVIN ("CORAVIN Confidential Information") which includes, but is not limited to, materials, suppliers, customer information, marketing information including advance notice of marketing programs, pricing information, and annual sales volumes and revenues. In addition, the terms of this Agreement will be considered CORAVIN Confidential Information. Reseller agrees that it will use the CORAVIN Confidential Information only to assist in the sales of the Products pursuant to this Agreement and will not disclose the CORAVIN Confidential Information during or after the termination of this Agreement to any third party without prior written approval from CORAVIN.

Limitation of Liability

CORAVIN will not be liable under any circumstances to Reseller for any special, indirect, consequential, or punitive damages, including, but not limited to lost profits, loss of business opportunities, or loss of goodwill, even if advised of the possibility of such damages. In no event shall CORAVIN's liability in connection with any Products exceed the Purchase Price paid by Reseller for such Products, and if such liability does not relate to a specific Product, in no event shall CORAVIN's liability exceed the amount paid by Reseller for Products pursuant to this Agreement during the three month period immediately preceding the determination of such liability.

General

Reseller shall comply with all applicable CORAVIN policies. This Agreement (including any attachments hereto or policies referenced herein) supersedes all prior oral agreements and understandings between the parties to this Agreement with respect to the purchase of Products as set forth herein. This Agreement may be amended only by written agreement executed by CORAVIN and Reseller. Notwithstanding the foregoing, CORAVIN has the right to change any of its policies, establish new policies, and change any channel and territory authorizations in its sole discretion with notice. Unless otherwise provided, any changes to CORAVIN’s policies will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the CORAVIN intellectual property, or use of any other information or materials provided by CORAVIN to Reseller following notice of the changes will be deemed Reseller’s acceptance of the changes.This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of law. If any provision of this Agreement is unenforceable or invalid, the Agreement shall be ineffective only to the extent of such provision, and the enforceability or validity of the remaining provisions of this Agreement shall not be affected thereby.

EXHIBIT A

PRODUCTS:

CoravinTM Systems

CoravinTM Capsules

CoravinTM Accessories

TERRITORY:

Location: United States of America

Channel: Sales to end users via Reseller’s physical retail locations, Reseller’s website, and Resellers catalog.

Term: 1 Year from date of execution. Agreement will automatically renew unless 30 days written notice is given before the end of the term.

RESELLER CERTIFICATE:

Please forward copies of Reseller Certificates for each retail location to account manager.

EXHIBIT B

CORAVIN, INC. PRODUCT QUALITY POLICY

To ensure that all customers receive products of a quality consistent with the prestige of the Coravin brand, Coravin, has implemented this Coravin, Inc. Product Quality Policy (“Policy”). This Policy applies to all of Coravin’s authorized distributors, retailers, resellers, and other authorized sellers (collectively, in this Policy, “Reseller(s)”) of Coravin products (“Product(s)”) in the United States of America.

Sales Practices.

1. Reseller shall conduct its business in a reasonable and ethical manner at all times, and shall not engage in any deceptive, misleading or unethical practices or advertising at any time.
2. Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by Coravin.
3. Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.
4. Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Coravin.

Product Care, Customer Service, and Other Quality Controls.

1. Reseller shall be obligated to provide purchasers of the Products with CORAVIN-provided Product instructions. Reseller will comply with all Product storage, safety, and shipping requirements (including, without limitation, allowable storage temperature range) as set forth on the material data safety sheet (MSDS) available at www.coravin.com, and as otherwise communicated to Reseller in writing by CORAVIN. CoravinTM Capsules included with and/or provided for use with the Product are filled with compressed Argon gas. IMPORTANT SHIPPING INFORMATION: Compressed Argon gas falls under the DOT 2.2 class of non-flammable gases with a UN number of UN1006. Products with CoravinTM Capsules and the CoravinTM Capsules themselves require special labeling for both ground and air shipments. Reseller will not conceal or obscure the country of origin on original packaging of the Products. If new packaging or container is required, the country of origin is required to be marked in a conspicuous place, as legibly and permanently as the nature of the container will permit.
2. Reseller shall comply with all instructions provided by Coravin regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Reseller shall store Products in a cool, dry place, away from direct sunlight.
3. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.
4. Reseller shall not represent or advertise any Product as “new” that has been returned open or repackaged.
5. Promptly upon receipt of the Products, Reseller shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Coravin at 855-692-6728 or csr@coravin.com.
6. Reseller shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. Reseller must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.
7. Reseller shall cooperate with Coravin with respect to any Product tracking systems (e.g., serial number tracing) that may be implemented from time to time.
8. Reseller shall cooperate with Coravin with respect to any Product recall or other consumer safety information dissemination efforts.
9. Reseller shall report to Coravin any customer complaint or adverse claim regarding the Products of which it becomes aware. Reseller shall assist Coravin in investigating any such complaints or adverse claims.
10. Reseller shall cooperate with Coravin in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

EXHIBIT C

CORAVIN, INC. ONLINE SALES GUIDELINES

Approval to sell on the Websites is conditioned on adherence to the following terms and conditions:

1. Reseller’s Website must not give the appearance that the website is operated by Coravin or any third party.
2. Anonymous sales are prohibited. Reseller’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Website and must be included with any shipment of Products from the Website or in an order confirmation email delivered at the time of purchase.
3. At Coravin’s request, Reseller will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Website.
4. The Website shall have a mechanism for receiving customer feedback and Reseller shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Reseller agrees to provide copies of any information related to customer feedback (including any responses to customers) to Coravin for review upon request. Reseller agrees to cooperate with Coravin in the investigation of any negative online review associated with Reseller’s sale of the Products and to use reasonable efforts to resolve any such reviews. Reseller shall maintain all records related to customer feedback for a period of one year following the creation or submission of such a record, to the extent legally permitted.  Nothing in this paragraph shall be construed to require Reseller to disclose identifying information about its customers to Coravin or provide any information to Coravin that would violate any applicable privacy, data security or other laws or regulations.
5. The Website shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
6. Reseller shall be responsible for all fulfillment to its customers who order Products through Website, any applicable taxes associated with such purchases of Products, and any returns of Products.
7. Other than an approved drop-shipping arrangement with Coravin, unless separately authorized by Coravin in writing, Reseller shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products. Under no circumstances shall Reseller fulfill orders in any way that results in the shipped Product coming from stock other than Reseller’s.
8. In marketing the Products on the Website, Reseller shall only use images of Products either supplied by or authorized by Coravin and shall keep all Product images and descriptions up to date. Reseller shall not advertise Products not carried in inventory.