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MERCASO WEBSITE TERMS AND CONDITIONS OF USE

Last Updated: January 2026

These Website Terms and Conditions of Use ("Terms") govern access to and use of the Mercaso website(s), applications, and related online services (collectively, the "Site") operated by Mercaso, Inc. ("Mercaso," "we," "us," or "our"). These Terms are intended to be read together with, and are expressly subordinate to, any separate written agreement entered into between Mercaso and a licensed alcoholic beverage wholesaler or other business user, including without limitation the Licensed Trade Transaction Platform Agreement or similar platform access agreement (each, a "Platform Agreement").

If there is any conflict between these Terms and a Platform Agreement, the Platform Agreement will control.

BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ACCESSING THE SITE ON BEHALF OF A BUSINESS ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND REFERENCES TO "YOU" INCLUDE THAT ENTITY.


  1. PURPOSE OF THE SITE; REGULATORY CONTEXT.
    1. The Site is made available solely to support Mercaso’s role as a neutral, business-to-business technology and transaction-administration provider for properly licensed participants in the alcoholic beverage industry. The Site is not intended for, and may not be used for, consumer retail alcohol sales.
    2. Alcoholic beverages are regulated products. Nothing on the Site constitutes advertising, promotion, solicitation, or inducement, and nothing authorizes conduct that is inconsistent with applicable federal, state, or local alcoholic beverage laws, including tied-house, trade practice, credit, pricing, or advertising restrictions.
  2. ELIGIBILITY AND PERMITTED USERS
    1. Access to certain portions of the Site is limited to:
      • Properly licensed alcoholic beverage wholesalers;
      • Properly licensed trade purchasers (e.g., retailers or other licensees); and
      • Authorized representatives of the foregoing.
    2. By using the Site, you represent and warrant that you hold all licenses, permits, and authorizations required to engage in the activities you conduct through the Site and that you will use the Site only in jurisdictions where such activity is lawful.
  3. LICENSE GRANT AND RESTRICTIONS
    1. Limited License. Subject to these Terms and any applicable Platform Agreement, Mercaso grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site solely for lawful business-to-business purposes consistent with its intended functionality.
    2. Restrictions. You may not:
      • Use the Site for consumer sales or unlawful shipments of alcoholic beverages;
      • Use the Site in any manner that would cause Mercaso to be deemed a seller of record or an alcoholic beverage licensee;
      • Reverse engineer, decompile, or attempt to derive source code or trade secrets;
      • Use the Site to develop or support a competing product or service;
      • Circumvent, disable, or interfere with security-related features; or
      • Use automated scraping, crawling, or harvesting tools without Mercaso’s prior written consent.
    3. Any rights not expressly granted are reserved by Mercaso.
  4. ACCOUNTS AND ACCESS CONTROLS
    1. Certain Site features require registration and the creation of an account ("Account"). You agree to provide accurate, current, and complete information and to keep such information updated.
    2. You are responsible for maintaining the confidentiality of your login credentials and for all activity conducted through your Account. Mercaso may suspend or terminate access at any time for violation of these Terms, applicable law, or any Platform Agreement.
  5. ROLE OF MERCASO; NO SALES OR PROMOTION
    1. Mercaso:
      • Is not a seller, wholesaler, importer, retailer, or agent of alcoholic beverages;
      • Does not take title to, possession of, or risk of loss for any products;
      • Does not set pricing, credit terms, delivery terms, or sales conditions; and
      • Does not promote, advertise, endorse, recommend, or influence product selection.
    2. All product sales, if any, are made solely by the applicable licensed wholesaler to the applicable licensed trade purchaser under the wholesaler’s independent terms.
  6. USER CONTENT AND PRODUCT INFORMATION
    1. You may submit or upload factual, non-promotional content, including product descriptions, pricing, and availability information ("Content"). You grant Mercaso a non-exclusive, royalty-free license to display and use such Content solely as necessary to operate and provide the Site and related platform services.
    2. You are solely responsible for the accuracy, completeness, and legal compliance of all Content you provide. Mercaso may remove or restrict Content that is inaccurate, unlawful, or inconsistent with these Terms.
  7. PAYMENTS AND TRANSACTION ADMINISTRATION. If payment functionality is made available through the Site, Mercaso’s role is strictly ministerial and administrative. Mercaso does not extend credit, determine payment terms, or assume risk of non-payment. All payment obligations remain solely between the wholesaler and the trade purchaser, subject to applicable law and any Platform Agreement.
  8. INTELLECTUAL PROPERTY. The Site, including all software, design elements, text, graphics, and logos, is owned by Mercaso or its licensors and is protected by intellectual property laws. Except as expressly permitted, no rights are granted to copy, modify, distribute, or create derivative works.
  9. CONFIDENTIALITY AND DATA
    1. Use of the Site may involve access to confidential or proprietary business information. You agree to use such information solely for authorized purposes and not to disclose it except as permitted by applicable agreements or law.
    2. Mercaso may collect and use aggregated, de-identified data derived from Site usage for analytics, system improvement, and business purposes.
  10. DISCLAIMER OF WARRANTIES

    THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCASO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  11. LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCASO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS.

  12. INDEMNIFICATION. You agree to indemnify and hold harmless Mercaso from claims arising out of your use of the Site, your Content, your violation of law, or your breach of these Terms or any applicable Platform Agreement.
  13. TERMINATION. Mercaso may suspend or terminate your access to the Site at any time for violation of these Terms, applicable law, or any Platform Agreement. Sections which by their nature should survive termination will survive.
  14. GOVERNING LAW. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles.
  15. CHANGES TO TERMS. Mercaso may update these Terms from time to time. Continued use of the Site after posting of updated Terms constitutes acceptance.
  16. ENTIRE AGREEMENT. These Terms, together with any applicable Platform Agreement, constitute the entire agreement between you and Mercaso regarding use of the Site and supersede prior or contemporaneous understandings relating to the Site.