Crafted Pour “TASTEMAKER” PROGRAM
Details as of July 25, 2022

EXHIBIT A: SERVICES

Services description:

  • As a client of the Crafted Pour Tastemaker Program, Crafted Pour will recruit and encourage Mixologists (such as craft bartenders and other individuals posting cocktail recipes on social media) to create and share original recipes, beautiful photos, and other relevant content across various online social media channels to promote the Producer’s brand and products.

  • Mixologists will benefit from receiving free sample products (subject to all applicable laws or restrictions) and potential additional rewards such as prizes and cash based on the quality of and engagement with their content.

Specific objectives:

  • Get influential professional bartenders and home Mixologists to create original recipes, photos, and videos that highlight the Producer's brand and products

  • Gain viewership and engagement with this content featuring the Producer's products by cocktail and spirits enthusiasts across:

    • Mixologists' (home Mixologists and craft bartenders) social media (such as Instagram, TikTok, Reddit, Facebook, or YouTube)

    • Crafted Pour's website, newsletter, and social media

    • The Producer's site, social media, and other avenues

  • Drive consumers to the Producer's preferred social media accounts and web URLs for more information and purchasing via tags and links in this original content and on Crafted Pour

  • Allow the Producer to reuse this content in the Producer's marketing website, newsletters, social media, and other free-to-access marketing locations, for access for as long as the Producer continues participating in the program, and such reuse includes clear attribution to the creator.

  • Host or participate in periodic events featuring the Producer's brand and products, such as contests, zoom demonstrations, or in-person events

  • Increase product demand and sales, both directly through clicks to the Producer's preferred eCommerce channels and indirectly through requests and purchases from retailers and bars

Crafted Pour will use reasonable efforts to:

  • Recruit Mixologists and collect applications for Mixologists to create and post original craft cocktail recipes and related content highlighting the Producer's brand. Applications shall include a commitment by the Mixologist to:

    • Create and post original recipes with photos using the products supplied across their social media and on Crafted Pour

    • Show the product in their photos and videos (where applicable)

    • Tag their posts with the Producer's relevant social media and website URLs as requested and supported by the social media platform

  • Maintain a list of contributors ("tracking sheet") who have applied with social media URLs and shipping address information for review by the Producer

  • Coordinate with the Producer to get sample product to the Mixologists promptly

  • Manage the Mixologist relationship, including answering questions and supervising their work to ensure compliance and quality

  • Encourage Mixologists to share their creations and maximize viewership through feedback and rewards (specific rewards to be determined by Crafted Pour in consultation with the Producer to support this objective)

  • Engage with Mixologists on their social media and Crafted Pour, resharing their content featuring the Producer's brand and products across Crafted Pour's site, app, social media, and newsletter

  • Host periodic special events and promotions to drive Mixologist and consumer engagement (e.g., themes, contests, video events)

  • Seek to ensure the Producer brand is always treated with respect in support of the Producer's brand objectives

  • Report measured metrics to Producers as reasonably possible, at least monthly. Metrics may include the below, based on Crafted Pour's access to the necessary data or other factors:

    • # of recipes posted

    • Reach of the posts based on the Mixologists’ social media follower counts

    • # of views of these recipe posts where such data is available to Crafted Pour or the Mixologists provide it to Crafted Pour

    • # of likes and other reasonably available activity metrics (or equivalent) of these posts

The Producer will use reasonable efforts to:

  • Respond to Mixologist applications promptly if approving applications or shipping products.

  • Provide samples to all selected mixologists promptly or provide Crafted Pour with an additional budget to incentivize mixologists to procure Producer products to create the required cocktail recipes. The number of samples provided to mixologists is the primary determinant of the amount and quality of content the Producer can expect to be generated under the program. If it is not possible to provide sample products to particular Mixologists, such as due to their geography, they will be excluded from the program.

  • Provide input as to brand objectives, marketing events, and feedback as appropriate.

  • Participate in review & strategy sessions with Crafted Pour (proposed frequency = quarterly, but subject to change as agreed).

  • Maintain brand profile(s) on Crafted Pour and maintain product profiles or supply product information as appropriate. In order to maximize Producer brand awareness, Crafted Pour encourages Producers to add their own recipes and products, engage with Mixologists on Crafted Pour, and engage with Mixologists on their social media, including responding to and resharing original recipes and posts featuring the Producer's brand(s) or products.

The Producer also agrees that:

  • The Producer shall include clear attribution to the creator in all publications or specific references to content created under the program.

  • It may be necessary to add additional guidelines for the publication of content created under the program at a later date to ensure the smooth operation of the program. The Producer agrees to work with Crafted Pour to reasonably comply with such additional guidelines in such an event.

  • Although unexpected, should any additional license or legal requirements for the licensing of this content become required of Crafted Pour or the Producer, including removing content from publications under the Producer's control, the Producer agrees to comply with these requirements.

  • Crafted Pour may use the Producer and the Producer's Mark as a client reference in its marketing materials and website, subject to removal upon notice from the Producer following termination of Services.

  • The Producer shall remove all content generated under the program from locations under the Producer's control if the Producer's participation in the program ends or the Producer does not pay the monthly fee by the applicable due date. However, Crafted Pour may offer the Producer the option to continue as a client of a lower-priced Partner program to continue using this content.

  • The license to republish content generated under the program does not include any publication for which the Producer earns additional direct revenue for access to such content. Such republication shall require the negation of a further license and fee for doing so. For example, the content generated under the program is not licensed for use in books or other materials for sale in print or electronically or for other paid subscriptions of any kind.

EXHIBIT B: TERM, PROGRAM, AND FEES

Term:

  • Services under this Agreement shall begin on the date agreed upon by the Producer and Crafted Pour.

  • Service is provided on a month-to-month basis. However, it is highly recommended that the Producer continue the program for at least six months or more to allow time to samples to be received and cocktail recipe content to be produced and shared to see the results of the program.

  • The Producer may switch programs or cancel at any time, with at least 15 days’ notice prior to the start of calendar month in which service is to be provided.

Program - The Producer shall select from one of the below programs:

  • Partner program:

    • Program cost $150 per month

    • Includes promotion of the producer’s brand in Crafted Pour’s site & app, social media, e-newsletter, and contest prizes; links to the shopping URL of the producer’s choice from products in recipes, and license to continue using any cocktail content created by past participation in the Tastemaker Program

    • This tier does not include managing the creation of new original recipes or posts by mixologists.

  • Tastemaker program for one product.

    • Program cost $350/month

    • Crafted Pour will target the creation of an average of three or more cocktail recipes and posts per month, in addition to services provided in the Partner Program.

  • Tastemaker Premium program for one brand.

    • Program cost $650/month

    • Crafted Pour will target the creation of an average of six or more cocktail recipes and posts per month, in addition to services provided in the Partner Program.

  • The above pricing and included services may be modified by mutual agreement of the Producer and Crafted Pour.

  • The Producer shall specify the Brand or Product name to be included. The product or brand may be changed by the Producer by mutual agreement with adequate notice in order for Crafted Pour to manage the switch with participating mixologists. Additional products or brands may be added by mutual written agreement for an additional fee.

  • A product includes a specific marketed variation only, in any size. Different variations, including different flavors, mixes, or names, are considered different products and are not included regardless of whether they are part of the same brand are owned and operated by the same entity.

  • A brand includes all products labeled and marketed under that brand. Additional brands not listed are not included regardless of if the additional brands are owned and operated by the same entity.

Payment and fee terms:

  • Payment is due 15 days before the beginning of each month during which services are to be provided.

  • The first month's fees will be prorated based on the start date above.

  • If Mixologists will be required to purchase their sample products, an additional budget to incentivize the Mixologists will be determined by mutual Agreement of the Producer and Crafted Pour and billed with the monthly fee.

  • Fees are subject to change by Crafted Pour at any time, however, in the event of a price increase, the Producer shall have the right to terminate this agreement before payment of any such increased fees.

PARTNER AGREEMENT

This Partner Agreement ("Agreement") is made between the participating paying entity desiring to participate in the Tastemaker program ("Producer"), and Crafted Pour, Inc., a Delaware corporation ("Crafted Pour"). The Producer and Crafted Pour are sometimes collectively referred to herein as the "Parties" and individually as a "Party".

  • Producer is in the business of manufacturing, marketing, promoting, or selling premium, craft beverages, spirits, or related products (the "Products");

  • Crafted Pour is in the business of helping craft cocktail creators ("Mixologists") publish their cocktail recipe portfolios and share these cocktails with other enthusiasts. Crafted Pour also helps companies like Producer encourage these Mixologists to post cocktail recipes featuring these companies' products on social media and Crafted Pour;

  • The Producer wishes to be provided with the services (collectively the "Services" as defined below) by Crafted Pour, and Crafted Pour agrees to provide the Services to the Producer in accordance with the terms and conditions of this Agreement; and

  • Crafted Pour desires to acquire a license to use the Producer's Products, Trademarks, and Service Marks (the "Mark") with respect to the Services and Producer has the right to grant such a license and is willing to do so pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Services.

(a) Producer hereby retains Crafted Pour to perform the Services described on Exhibit A. Crafted Pour will determine the method, details, and means of performing the Services. Producer agrees to assist Crafted Pour as provided on Exhibit A.

(b) The Parties acknowledge and agree that during the term of the Agreement the Services may be modified and/or expanded from time to time upon a written agreement executed by authorized representatives of the Parties expressly referencing this Agreement.

(c) Producer acknowledges and agrees that Crafted Pour may, at its sole discretion, use subcontractors and consultants, including Mixologists, to perform some of the Services to be provided under this Agreement. In the event Crafted Pour utilizes subcontractors or consultants to perform any of the Services, Crafted Pour shall remain responsible to Producer for performance under this Agreement.

(d) Crafted Pour may represent, perform services for, and contract with other additional clients, persons, or companies as Crafted Pour, in its sole discretion, sees fit.

2. License.

(a) During the Term of this Agreement (as defined below), Producer hereby grants to Crafted Pour and Mixologists it engaged on the Producer's behalf, a non-exclusive, royalty-free, fully sublicensable right to reproduce, and have produced, the Mark as necessary to market and promote the Products through the provision of the Services, throughout the United States.

(b) The license and rights granted under this Section hereof are subject to the Services being performed in accordance with specifications and standards that are substantially the same as the specifications and standards of Producer, which are in existence as of the date of this Agreement or are approved in writing by Producer.

(c) Crafted Pour agrees to comply with rules set forth from time to time by Producer with respect to the appearance and manner of use of the Mark. Any form of use of the Mark not specifically provided for by such rules shall be adopted by Crafted Pour only upon prior approval in writing by Producer.

(d) Crafted Pour shall take reasonable steps to avoid endangering the validity of the Mark, including compliance with the applicable laws or regulations of all jurisdictions the Services are offered.

(e) Crafted Pour shall not use the Mark as a corporate name, or as a trade name, nor shall any of them authorize others to do so.

(f) Crafted Pour will use reasonable efforts to ensure Mixologists comply with these rules including requiring Mixologists to agree to follow guidelines provided by the Producer, monitoring Mixologists' social media to detect violations, and demanding removal of any violating social media posts or other content, subject to restriction or termination of Mixologists who do not comply.

(g) Crafted Pour shall promptly inform Producer by written notice of any infringement by Crafted Pour or detected by Mixologists, of the Mark on or in connection with products similar to Products or content similar to the Services and Crafted Pour and will make available to Producer any information relevant thereto in its possession.

(h) Any legal action for infringement or other misuse of Mark against another party, including Mixologists, shall be brought only by Producer at its sole option, and in any such action all costs incurred and recoveries made shall be for the account of Producer. Any such action shall be conducted with counsel selected by Producer.

3. Fees and Expenses.

(a) Fees. As full consideration for the provision of the Services, Producer shall pay Crafted Pour the fees as set forth on Exhibit B (the "Fees").

(b) Expenses. As full consideration for the provision of the Services, Producer shall pay Crafted Pour the expenses as set forth on Exhibit B (the "Expenses").

(c) Billing and Payment. Payment terms for all Fees and Expenses shall be as set forth on Exhibit B. Crafted Pour shall prepare and submit an invoice to the Producer via email covering the total amount owed for Fees and Expenses for the Services as agreed upon in this Agreement.

(d) Compliance with Laws; Permits and Licenses. Producer agrees, at its own expense, to operate in full compliance with all governmental laws, regulations, and requirements applicable to the duties conducted hereunder. It shall be the responsibility of the Producer to pay for any necessary licenses, permits, insurance and approvals as may be necessary for the performance of the Services under this Agreement, unless otherwise specified in writing and agreed to by the Crafted Pour.

4. Warranty. Crafted Pour does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Crafted Pour warrants that that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. Producer represents and warrants that: (i) it is the owner of all right, title, and interest in and to the Mark; (ii) it has the full power and authority to enter into this Agreement with Crafted Pour; and (iii) the Mark does not infringe the intellectual property rights of any third-party.

LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 4. IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. CRAFTED POUR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, OR AGAINST INFRINGEMENT. CRAFTED POUR SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE PRODUCER BY THE CRAFTED POUR DURING THE TERM OF THIS AGREEMENT, PURSUANT TO ANY SOW OR OTHERWISE. PRODUCER'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

5. Ownership of Work Product. This is not a work-for-hire agreement. The copyright in all deliverables created hereunder for Producer shall belong to Crafted Pour, Mixologist, or other creator of such deliverables. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of Crafted Pour or the creator. Crafted Pour grants a worldwide, non-exclusive license to Producer of content as intended under this Agreement and in Exhibit A, subject to its right to do so for content created by third parties, for its marketing and internal purposes only, and Crafted Pour or other creators of such content retain all moral rights therein. The Producer agrees to comply with any reasonable guidelines provided by Crafted Pour including giving credit to the creator when publishing such content publicly. This Agreement does not grant Producer any license to any of the Crafted Pour's products, which products must be separately licensed.

6. Indemnification. Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold the other Party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney's fees and court costs, arising out of (i) the Indemnifying Party's gross negligence or willful misconduct; (ii) the Indemnifying Party's material breach of any of the terms of this Agreement; or (iii) a third-party claim of trademark or copyright infringement, arising out of Crafted Pour and/or its sublicensees' use of the Mark in conformity with the terms and conditions of this Agreement. The Indemnifying Party's liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The Party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

SECTION 5. STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES' INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.

7. LIMITATION OF LIABILITY; ACTIONS EXCEPT FOR THE PARTIES INDEMNIFICATION OBLIGATIONS UNDER SECTION 5. OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE PRODUCER'S OBLIGATION TO PAY THE FEES TO THE CRAFTED POUR, EACH PARTY'S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE PRODUCER TO THE CRAFTED POUR UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

8. Cooperation of Producer. Producer agrees to comply with all reasonable requests of Crafted Pour and shall provide Crafted Pour's personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services under this Agreement.

9. Term. This Agreement shall have an initial term as defined in Exhibit B (the "Initial Term"), unless earlier terminated in accordance with the provisions in Section 10 or as allowed in Exhibit B. Thereafter, the Agreement shall be automatically renewed for additional one-month terms (each a "Renewal Term"), unless not less than 15 days prior to the end of the Initial Term or any Renewal Term, either Party notifies the other of its intent not to renew the Agreement. The Initial Term and Renewal Terms, if any, are collectively referred to herein as the "Term". Notice of termination may be provided as per Section 24 of this Agreement, or via email by the Producer to Crafted Pour at contracts@craftedpour.com or by Crafted Pour to the Producer at the Producer’s email address generally used for communication with regards to this program or another email address specified by the Producer.

10. Termination.

(a) Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, 10 calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after 15 days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.

(b) Termination for Bankruptcy, Insolvency or Financial Insecurity. Either Party may terminate this Agreement immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within 90 calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 U.S.C. §365).

(c) Termination for Convenience. Crafted Pour may terminate this Agreement at any time with or without cause by giving written notice to Producer and returning any undisputed fees owing for Services that were to be rendered following the effective date of termination.

(d) Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Producer shall pay Crafted Pour for all Services rendered prior to the effective date of termination. Upon the termination of the Agreement, each Party shall promptly return any equipment, materials or other property of the other Party relating to the terminated Services which are in their possession or control.

11. Non-Solicitation. During the term of this Agreement and for one year following the expiration or termination date of the Agreement, each Party agrees not to directly solicit or induce any person who performs Services hereunder to leave the employ of the other Party. The Parties are not prohibited from responding to or hiring the other's employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.

12. Relationship of the Parties. The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party's employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other Party, or otherwise act on behalf of the other. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers' compensation, and all other employment benefits.

13. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within [number, e.g., five] business days of its occurrence.

14. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law of such state. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in California, San Diego County. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

15. Attorney's Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

16. Collection Expenses. If Crafted Pour incurs any costs, expenses, or fees, including reasonable attorney's fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Producer agrees to reimburse Crafted Pour for all such costs, expenses and fees.

17. Assignment. Crafted Pour may subcontract its obligations and rights to a third-party.

18. Severability. If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

19. Headings; Construction. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.

20. Survival. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.

21. Rights Cumulative. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

22. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.

23. Authorized Signatories. It is agreed and warranted by the Parties that the individuals singing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.

24. Notices. All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made in writing by either (i) email to the email address on record for the Producer or contracts@craftedpour.com for Crafted Pour (ii) mail with tracking addressed to the Party to be notified at their address of record. For Crafted Pour, notices by mail should be sent to:

Crafted Pour

Crafted Pour, Inc.

3400 Cottage Way, Ste G2 #2360

Sacramento, California 95825

Attention: Contracts

25. Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

26. Entire Agreement; Modification. This Agreement and any exhibits attached hereto, is the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic, or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. Each Party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party's employees, agents, representatives, or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.