Bourbon Limited Club Membership Agreement

READ THIS AGREEMENT AND OUR PRIVACY POLICY CAREFULLY BECAUSE TOGETHER THEY FORM A LEGALLY BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU AND US REGARDING YOUR MEMBERSHIP IN OUR CLUB. THIS AGREEMENT, TOGETHER WITH OUR PRIVACY POLICY, APPLIES, WITHOUT LIMITATION, TO ALL PURCHASES OF PRODUCTS AND SERVICES YOU MAKE, INVITATIONS AND OFFERS WE SEND YOU, EVENTS YOU ATTEND AND ALL TRANSACTIONS YOU INITIATE OR ENGAGE IN, IN CONNECTION WITH MEMBERSHIP IN OUR CLUB.

The Frazier Kentucky History Museum and/or its assignees (“we”, “us” or “our”) affords a limited number of people (each, a “Member”) a unique and exclusive opportunity to participate in our Bourbon Club (the “Club”) and by enrolling, participating and taking advantage of the benefits and features available from our Club, you are agreeing to all of the terms and conditions of this Bourbon Club Membership Agreement (“Agreement”) between you and us. In this Agreement, we will use the term “Member,” as well as “you” and “your” to refer to you, as a Member of our Club and your participation and status as a Member of our Club will be referred to as your “Membership.”

You must be a legal resident of a State that our distiller partners can sell into. , at least 21 years of age or older and legally capable of entering into a contract to enroll in, participate and be a Member of the Club. We do not accept Membership applications or allow anyone to become a Member if they are a minor, or are not able to enter into legally binding agreements. As a Member, we will ask you to register, set up your account profile and you will have access to log onto our Club Member website (the “Website”). As an authorized user, you will have access to information on our Website, as well as other offers, features and benefits, some of which will be exclusive to our Members. You will also be able to contact our Customer Service representatives for information and assistance.

Membership in our Club is and will be limited andwe will maintain a waiting list for those individuals who wish to join. There is no fee to join or participate in the Club, however there are certain requirements you must satisfy on an on-going basis to remain a Member and these are described below. For convenience, we may refer to all of the things you can or will be able to do as a Member as a “purchase” and “goods” and/or “services” as anything or any activity we make available or offer to our Members, even though we understand you might not normally refer to some of these actions as a “purchase” or typically characterize an event or activity as “goods” or “services.” We use those terms because we believe it makes reading and understanding this Agreement easier.

We have curated unique bourbons from a number of distilleries that produce high quality Bourbon (“Bourbon Providers. We will notify all our Members each month of the upcoming selection and our notice will also include an invoice for the purchase price of one hundred fifty dollars (US$99.00), plus applicable taxes, and FREE shipping and handling charges (“subscription Purchase Charge”). Monthly selections are shipped quarterly (three packages bound together) so our members can enjoy FREE shipping. Please note that free shipping is only available for those members that accept all three packages for the quarter. Shipping costs that are incurred because the member was not at home during the delivery attempt, if any, will be the responsibility of the member. Although we reserve the right to change the purchase price at any time in the future and we will notify you in advance if we do. With regard to shipments for which we have already notified you and sent an invoice, if between the time of our sending you notice and an invoice for an upcoming shipment and the actual shipping date, the taxes, shipping or handling charges imposed by the government or the providers of these services has changed, we reserve the right to adjust the amount of your invoice and corresponding payment, in the amount necessary to reflect the change in cost, without markup by us.

Registering and Setting Up Your Membership Account

When you apply for Membership you will need to register, set up a Club account with us and provide us with information that allows us to identify you. Among other things, you will need to select a unique user name and password combination (your “Member ID”) and provide us with your contact information, your preferred payment account and other profile information. Of course, your Member ID and the information you provide also helps us manage the security of your account to ensure that you, and only you, have access to your Club account and Club account information. You are not allowed to transfer your Club membership to anyone else or allow anyone else to access or use your Club account.

If we have not yet reached our Membership limit when you register, once you have successfully registered and set up your account profile, you will become an active Member. However, if we have already reached our Membership limit when you register, we will automatically add you to our waiting list. If Membership drops below our limit and you are next on the waiting list, we will notify you that you have automatically become an active Member.

The information you provide us when you register and set up your account will be used to enable us to fulfill your purchases, provide you with customer service and notify you of Club events and activities, among other things. If you are on the waiting list and you are not yet an active Member, we may use your account information to notify you of activities and events and provide you information that we feel you may be interested in receiving from us. As you can read in our Privacy Policy, whether you are an active Member or on our wait list, you can always log in and delete your account and account information any time, in which case your Membership or wait list status will end and your information will be deleted.

You promise to provide us with accurate and complete information when you set up your account and to update your Membership account information promptly when changes occur. You may not and are not permitted to share your Member ID, account or password with anyone, and it is your responsibility to protect the confidentiality and security of your password, your unique Member ID and your account. Please understand that you are and will be solely responsible for any activity associated with your Member ID and account, even if you did not know and/or did not authorize the activity. If you use or attempt to use any other person’s name, Member ID or attempt to impersonate someone else, that is in violation of this Agreement and may subject you to civil and/or criminal liability and we have the right to report your activity to law enforcement and other governmental authorities.

Charges and Payments

You will always be notified in advance of each upcoming shipment and the subscription Purchase Charge will be charged to your payment account on shipment unless you wish to skip a particular shipment. You can skip or delay your shipment by contacting our Customer Service department, but you must do so within seven (7) days after you receive our pre-shipment notice. Of course, if you believe there has been an error in your subscription Purchase Charge amount don’t hesitate to contact us right away.

IMPORTANT: If more than once in any twelve (12) month period (a) you decline a shipment of Bourbon or (b) there is a payment default on your account and you fail to correct the denial or rejection within five (5) business days of notice to you and we don’t receive payment, your Membership in the Club may automatically be terminated, you will cease to be a Member and will forfeit any and all further rights and privileges of Membership, without notice or further action on our part.

Charges usually occur on the same business day, but may take longer to be processed. If, for any reason, any payment you make is not authorized by the payment account issuing bank, financial institution or other payment provider or your payment is subject to chargeback or rejection based on insufficient funds, limitations or restrictions on your use of your payment account for any other reason (each of these being a “payment default”), we will make reasonable efforts to contact you, but we reserve the right to cancel any purchase, even if it had previously been confirmed. In addition, you are responsible for any fees, penalties or charges we incur as a result of any payment default, including, without limitation, any assessed by a Third Party Provider (defined below). We require you to pay these amounts immediately when we notify you and unless these are paid in full within ten (10) days of our notice to you, your Membership will be terminated. Of course, termination will not relieve you of the obligation to pay us amounts that are unpaid and outstanding or that you otherwise owe us that arose prior to the termination of your Membership.

All prices, charges and taxes are stated and payable in United States Dollars. You agree to make sure your payment account information is up to date and of course, if you change the payment account you wish to use for purchases at any time, you must update your payment account information. You can do so at any time through our Website, but if you have any problem, please contact us directly.

Third Party Providers

You understand the Bourbon we make available for purchase by Members is provided by our Bourbon Providers and events and other activities we make available to Members or those on our wait list, even if hosted by us, will often be sponsored, arranged and/or operated by third parties for the benefit of our Members (each Bourbon Provider and each third party will be referred to as a “Third Party Provider”). Information about the products and services we make available to our Members is based on information we receive from these Third Party Providers and although we require them to give us accurate and complete information to provide to you, we can’t be responsible for their information and expressly disclaim any responsibility or liability for any inaccurate, incomplete or misleading information since we are acting as an intermediary for the Third Party Provider in making information about these goods and services available to you.

If Your Membership Terminates

If your Membership in our Club is terminated or cancelled, whether by you or by us, or you are no longer a Member of our Club, regardless of the reason, we have the right to close your Club account and cancel your registration. We may, however, allow you to continue to maintain an account with us, whether or not you are an active Member or on the wait list. As mentioned in our Privacy Policy, you will always have the right to delete or ask us to delete all your information, including your account information and in that case you will no longer have an account with us, nor will you be able to log in or use the features of our Website. If you have paid in full for a shipment of Bourbon through our Club prior to the effective date of termination of your Membership, we will fulfill that shipment. Once your account is canceled, even if you paid in advance to attend an event or participate in any activity, you will no longer be permitted to attend and you will forfeit your payment and not be entitled to a refund.

Without limiting any of our rights and remedies under this Agreement, at law and in equity, all of which are cumulatively reserved, if you violate this or any other term or condition of this Agreement or any requirements of your Membership in our Club, that violation will constitute a material breach by you and will give us the right to immediately terminate your Membership and/or cancel your account.

Representations, Warranties & Disclaimers

As a Member of our Club, each time you access our Website, make a purchase or take advantage of any goods, services or benefits and privileges available to you as a Member, you are representing and warranting to us and our Third Party Providers that: (a) you are using our Club and will only use our Club for your own personal, non-commercial use; (b) you will not use your Club account or Membership on behalf of or for the benefit of any third party or in any manner that violates any laws or regulations that apply to you or us or that infringes on the rights of others; and (c) you will not access or use your Club account or engage in any conduct that violates the terms and conditions of this Agreement or that does or is likely to interfere with or impair our operations or the use of our Club by anyone else.

We allow you to purchase Bourbon and other items and we offer goods and services and make them available to you on an “as is” basis, without representations or warranties of any kind, express or implied, including but not limited to, all implied warranties of merchantability or fitness for a particular purpose. We do not monitor or verify the accuracy, nor are we responsible for information provided by our Third Party Providers. We are not responsible for mistakes or inaccuracies in the content displayed on our Website and we reserve the right to correct errors when we discover them. We also make no representation or warranty that our Website will be error-free or your use of our Website will not be uninterrupted. While we use reasonable commercial efforts to ensure the security and integrity of our operations, you acknowledge and agree that no activity on the Internet or through online, digital or mobile networks can be guaranteed to be secure or free from disruption, malicious code or harmful elements.

Permission to Contact You

You agree that by providing us with your telephone number, email account address and/or other contact information we can communicate with you by any and all digital, electronic or other means, in addition to any physical mail or communications and you consent to receive email, text messages, prerecorded voice messages or autodialed calls from us related to your Membership in our Club, offers, promotions, your account and account activity, any purchases from and transactions with us or our Third Party Providers and/or your relationship with us. Consent to receive automated marketing calls or SMS (text) messages is not a condition of purchasing any goods or services and as a Member of our Club, calls or text messages to you may be made by or on behalf of us even if your telephone number is registered on any state or federal Do Not Call list. Depending on your carrier and wireless or mobile plan you may be enrolled in with your carrier, you may incur a charge imposed by your carrier for calls or text messages and we are not responsible for these. You may opt-out of marketing emails by using the functional opt-out link we will include in every marketing email to you and you may opt-out of automated calls or text messages at any time. To opt-out of text messages, reply STOP to any text message you receive. For help, text HELP. You agree we may send you and you may receive a text message confirming your opt-out. To opt-out of automated telephone calls (but not text messages), call (502) 437-4391. Please allow up to thirty (30) days to process any opt-out request. Please note that if you opt out of emails and/or automated calls, we still retain and reserve the right to send you emails and make non-automated calls to you relating to your Membership in our Club, your account, any purchase you make or Club activity you have indicated you will, are or have participated in or otherwise relating to your relationship with us.

Limitation of Liability

WE SHALL NOT BE LIABLE FOR AND EXPRESSLY DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR ANY DELAY, LOSS, INJURY OR DAMAGE, ARISING FROM OR AS A RESULT OF THE ACTS OR OMISSIONS OR REPRESENTATIONS (WHETHER ORAL, WRITTEN, OR BY CONDUCT) OF ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY PROVIDERS, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM, WHETHER IN CONTRACT, EQUITY, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IN NO EVENT WILL WE BE LIABLE FOR SPECIAL, CONSEQUENTIAL, LIQUIDATED, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM AND EVEN IF FORESEEABLE AND WHETHER OR NOT WE KNOW OR HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR SOLE LIABILITY TO YOU AND/OR ANY MEMBER FOR ANY CLAIM OR ACTION ARISING FROM OR AS A RESULT OF THIS AGREEMENT, THE CLUB, YOUR MEMBERSHIP AND/OR ANY PURCHASES OF GOODS AND/OR SERVICES, WILL BE LIMITED TO ACTUAL DIRECT PROVABLE DAMAGES OR THE AMOUNTS YOU PAID US IN THE SIX (6) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE, WHICHEVER IS LESS.

Resolving Disputes

Any and all disputes, claims or controversies whatsoever, whether based on contract, tort, statutory, constitutional, legal or regulatory or any other rights, arising from or relating to this Agreement, the Club, your Membership, any purchases of goods or services or transactions you initiate or participate in as a result of your Membership in our Club or otherwise arising from our relationship, regardless of the characterization, shall be referred to and resolved exclusively by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA“) to be conducted in the City of Louisville, Jefferson County, Kentucky, to the exclusion of any other forum. You hereby consent to jurisdiction over you personally for such purpose and waive any objection to arbitration as the exclusive means by which disputes shall be resolved and any right to object or claim conducting the arbitration in Louisville, Jefferson County, Kentucky is an inconvenient or inappropriate forum. The arbitration proceeding shall be administered by the AAA under its Commercial Arbitration Rules and the fee schedule in effect at the time the proceeding is commenced. Either party or both parties may elect to participate in the arbitration telephonically or by other digital means. The award rendered by the arbitrator, may be entered as a final judgment by any court having jurisdiction over the parties or the subject matter. Except to the extent the parties' procedural or substantive rights are governed by the arbitration proceedings as aforesaid, the interpretation and enforcement of the terms and conditions of this Agreement, the arbitration proceedings and any award rendered as a result, shall be governed by the laws of the State of Kentucky without regard to any conflict of laws rules that would result in the application of any other laws. Consistent with the class action waiver provisions of this Agreement set forth below, arbitration proceedings shall be filed and conducted on an individual, not a collective or class-wide basis, below and the arbitrator shall have no authority to arbitrate claims on a class-wide, collective, group or consolidated basis. The parties agree: (i) the arbitrator's decision will be final and binding; (ii) the arbitrator shall only reach his or her decision by applying strict rules of law to the facts; and (iii) the party in whose favor the arbitration award is rendered shall be entitled to recover its costs and expenses of the arbitration including reasonable attorneys' fees, costs and expenses of administration of the arbitration proceedings including AAA filing fees, and any costs and attorneys' fees incurred in executing on or enforcing the arbitration award. Except for the right that either party reserves to seek an injunction or other equitable relief in circumstances in which a court may order same to prevent imminent, irreparable harm for which money damages would be an insufficient remedy, neither party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted and determined by arbitration and then only to enforce the award.

Replacement and Refund Policy

Due to the nature of this product, returns are not possible once shipments leave control of the distillery. In the rare case that your bottle is lost or damaged in transit, you will receive a replacement, sent to you free of additional charge, or a refund if you prefer. A photo of the damage may be required before processing the replacement or refund.

Class Action Waiver

AS NOTED ABOVE, YOU AGREE YOU WILL NOT SEEK TO HAVE OR PARTICIPATE IN ANY DISPUTE HEARD AS A CLASS, REPRESENTATIVE, COLLECTIVE, PRIVATE ATTORNEY-GENERAL OR OTHER ACTION OR FORM OF PROCEEDING IN WHICH YOU OR ANY OTHERS ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY AND NO ARBITRATION, LEGAL, REGULATORY, JUDICIAL OR OTHER PROCEEDING WILL BE JOINED, COMBINED OR CONSOLIDATED WITH ANY OTHER PROCEEDING WITHOUT OUR EXPRESS PRIOR WRITTEN CONSENT. IF, FOR ANY REASON, THE CLASS ACTION WAIVER (WHICH INCLUDES A WAIVER OF PRIVATE ATTORNEY-GENERAL ACTIONS) IS FOUND TO BE UNENFORCEABLE AS TO ALL OR ANY ASPECTS OF A DISPUTE, THIS SECTION WILL BE DEEMED INAPPLICABLE TO THOSE PARTS, WHICH WILL BE SEVERED AND THE REMAINING PARTS AND PROCEEDINGS SHALL REMAIN SUBJECT TO ARBITRATION.

Governing Law

This Agreement, your Membership, participation and status as a Member of our Club and any and all purchases associated with your Club Membership and your relationship with us shall exclusively be governed, interpreted and enforced under the laws of the State of Kentucky (officially the Commonwealth of Kentucky) and the Federal laws of the United States applicable therein, without regard to any conflict of laws principals that might cause the application of the laws or regulations of any other jurisdiction.

Amendments

We have the right to make amendments and modifications to this Agreement at any time and from time to time. We will post the amended and updated Agreement on our Website so you should check back frequently to make sure you remain aware of and understand the terms and conditions that apply to you. By logging in using your Member ID and maintaining your account with us you will be agreeing to be bound by and comply with all of the terms and conditions in this Agreement, including our Privacy Policy. Otherwise, this Agreement may not be amended or modified, nor any term or condition waived or construed as a waiver, whether by course of conduct or any other means, except by a written agreement signed by an authorized representative of the Bluegrass Bourbon Barrel, LLC.

General Terms

You may not assign this Agreement or any of your rights or obligations without our express prior written consent and any attempt to do so without such consent is void ab initio. No specification in this Agreement of any right or remedy available to either party, shall constitute a waiver of any other right or remedy available at law, in equity or under this Agreement, each and all of which are hereby cumulatively reserved. Our failure to exercise any right or option or enforce any provision of this Agreement shall not be or be construed as a waiver of that or any other right or our right to exercise or enforce that or any other provision at any time.

Entire Agreement

This Agreement, including our Privacy Policy which is incorporated and forms a part of this Agreement, represents the entire and exclusive statement of the agreement, understandings, representations, warranties, promises, terms and conditions applicable to the Club, your Membership and status as a Member of our Club, your account and the subject matter covered by this Agreement and supersedes any other representation, understandings, agreements and promises, oral or written.

Contact Us

If you need to contact us for any reason, regarding your Membership, your account or have questions about your Agreement with us, you can call our Customer Service representatives at (502) 437-4391 or email your inquiries to info@bluegrassbourbonbarrel.com.