Shelf Talker LLC User Agreement

Effective Date: August 16, 2026 | Last Updated: August 16, 2026 | Version: 1.0

Please read this User Agreement carefully before using Our Service.

This User Agreement describes Our policies and procedures on the rules, user rights, obligations, and restrictions when You use the Service or the Website and tells You about Your usage rights and how the law protects You.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this User Agreement:

"Account" means a unique account created for You to access our Service or parts of our Service.

"Agreement" means this User Agreement, to be used in conjunction with our Subscription Agreement, Privacy Policy and License Agreement, that form the entire agreement between You and the Company regarding the use of the Service.

"Brand Kit" refers to branding or copyrighted or trademarked content such as text, images, colors, fonts, logos, or other information that can be posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content in connection to a business or entity of which You have authorization to apply to the marketing materials You create in the Service.

"Company" (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Shelf Talker LLC, a Michigan Limited Liability Company.

"Content" refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.

"Designs" refers to Content templates including text, images, or other information that are made available within the Service and can be edited, posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content.

"Feedback" means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.

"Mobile App" refers to the software program, named Shelf Talker, that is provided by the Company and designed to be downloaded, installed, and operated on handheld wireless communication devices such as smartphones or tablets, and all the content, services, or features the user can access within the software application.

"Product Sheet" refers to the Content forms that You or a Team leader or administrator can fill in including text, images, or other information that are made available within the Service and can be edited and shared among Pro + Team members to be used to automatically populate a Design template.

"Service" refers to the mobile application software program, Shelf Talker, designed to be downloaded, installed, and operated on handheld wireless communication devices such as smartphones or tablets and all the content, services, or features the user can access within the software application and the shelftalkerapp.com Website.

"Team" means the group of Accounts associated with a single Pro + Team Subscription.

"Website" refers to the Shelf Talker website, accessible from https://shelftalkerapp.com.

"You" means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

This is an Agreement governing the use of this Service and the terms that operate between You and the Company. This Agreement sets out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users and others who access or use the Service.

By accessing or using the Service, You agree to be bound by this Agreement. If You disagree with any part of this Agreement, then You may not access the Service.

When checking the "accept box", You confirm You have read and are consenting to all terms of this Agreement. By continuing to use the Service, You are agreeing to all terms of the most updated Agreement, even if You have not clicked an accepting box for the most recent version if non-material changes were made.

Where the Service is Offered

The Service is offered in the United States only. We do not offer, market, or sell the Service outside the United States, and the Mobile App is listed only on the United States App Store and Google Play storefronts. If You are located outside the United States, the Service is not offered to You and You should not create an Account.

We expect to extend the Service to other countries over time. Until We do, where this agreement describes a right arising under the law of another country, that protection is offered voluntarily, and does not indicate that We offer the Service in that country. We would rather give every user those protections than withhold them from anyone the law happens to cover.

User Eligibility and Accounts

You must be at least 18 years of age to use the Service. You may use the Service only if You also have legal capacity to enter into a binding agreement and are authorized to act on behalf of any winery, brewery, distillery, importer, wholesaler, distributor, retailer, agency, or other entity for which the Service of creating and displaying shelf talkers is used.

Where the law of Your state sets a higher minimum age for involvement in the retail sale or display of alcoholic beverages, You must meet that higher age.

When You create an Account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Agreement, which may result in immediate termination of Your Account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a third-party service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your Account.

You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Scope of the Services

Shelf Talker provides software and related services for creating, organizing, sharing, exporting, and printing shelf talkers and related point-of-sale marketing materials. Shelf Talker is a software platform only. Shelf Talker does not act as a licensed alcohol retailer, wholesaler, importer, distributor, broker, or regulatory authority, and Shelf Talker does not provide legal advice.

Alcohol-Industry Compliance

If You use the Services in connection with alcoholic beverage products, trade marketing, promotions, retail display materials, or communications among industry members, You represent, warrant, and agree that You are solely responsible for ensuring that Your use of the Services complies with all applicable federal, state, and local laws, regulations, and industry rules. This includes, without limitation, tied-house laws, trade practice restrictions, three-tier system requirements, licensing obligations, advertising rules, labeling rules, and consumer protection laws.

You acknowledge that alcohol-industry laws vary significantly by jurisdiction and may apply differently depending on Your role, including whether You are a winery, brewery, distillery, supplier, importer, wholesaler, distributor, retailer, marketing agency, or service provider. You are responsible for obtaining Your own legal advice regarding lawful use of the Services.

Regulations relevant to this section include, but are not limited to:

  • 27 CFR Part 6 (TTB tied-house regs)
  • 27 CFR Part 7 (labeling)
  • 27 CFR Part 8 (exclusive outlet)
  • 27 CFR Part 11 (consignment sales)

Tied-House Restrictions

You may not use the Services to violate or facilitate the violation of any tied-house or related alcohol trade practice law. Without limitation, You may not use the Services to offer, provide, fund, subsidize, reimburse, or facilitate any unlawful thing of value, service, benefit, free access, discounted access, software subscription, advertising support, display support, or other inducement to any retailer or other industry participant where prohibited by law.

You further agree that You will not use the Services to create, distribute, manage, or support materials, access arrangements, or promotional programs intended to improperly influence a retailer's purchasing decisions, shelf placement, display priorities, exclusivity, or preferred treatment for any alcoholic beverage brand, supplier, importer, wholesaler, winery, or distributor.

If You invite external marketing or retail partners, invite internal Team members, share Product Sheets or Designs, provide Account access, or enable use of the Services for third parties, You are solely responsible for ensuring that such access does not constitute an unlawful tied-house benefit, inducement, or other prohibited practice.

Prohibited Conduct

You agree not to use the Services to:

  • violate any applicable law, regulation, or licensing requirement;
  • publish or distribute false, misleading, deceptive, or unlawful alcohol-related content;
  • facilitate unlawful pay-to-play, slotting, display allowance, advertising allowance, or similar arrangements;
  • infringe or misappropriate any intellectual property, publicity, privacy, or contractual rights;
  • upload malicious code, interfere with the Services, or attempt unauthorized access to any account or system; or
  • use the Services in a manner that could expose Shelf Talker to regulatory or legal risk.

User Content

You retain ownership of the text, images, logos, branding, and other materials you upload, generate, or distribute through the Services. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

You grant Shelf Talker a non-exclusive, limited license to host, store, process, display, reproduce, and transmit that Content solely as necessary to operate, maintain, secure, and improve the Services.

When You Share Content. When You share Your Content with another user through the Service - by link, QR code, PDF, Collection or with Your Team - You grant that recipient, and Shelf Talker to the extent necessary to facilitate the sharing, a non-exclusive, royalty-free license to access, view, and (for Designs marked for collaborative editing) edit that Content for the purpose for which it was shared. You are responsible for deciding who to share with; We cannot control what a recipient does with what You give them.

Within a Team. If You belong to a Team, Designs You share with the Team and the Team's Product Sheets or Brand Kits are visible to and usable by every member of that Team. The Team's Product Sheets and Brand Kits belong to the Team collectively and are created, edited, and deleted by the Team's owner or an admin; other members may use them but cannot change them. See the License Agreement for more details on ownership.

You represent and warrant that You have all rights necessary to use Your Content and that Your Content does not violate this Agreement or any applicable law, and that any personal information of third parties included in Your Content - for example, images of identifiable individuals - has been collected and shared with their consent or on another lawful basis.

Content Restrictions

The Company is not responsible for the Content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under Your Account, whether done so by You or any third person using Your Account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable.

Examples of such objectionable Content include, but are not limited to:

  • Unlawful content, or content promoting unlawful activity.
  • Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national or ethnic origin, or other targeted groups.
  • Spam, machine – or randomly – generated content, unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
  • Content containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
  • Content infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
  • Content impersonating any person or entity including the Company and its employees or representatives.
  • Content violating the privacy of any third person.
  • False information and features.

The Company reserves the right, but not the obligation, to determine in its sole discretion whether any Content is appropriate and complies with this Agreement, and to refuse or remove that Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke Your use of the Service if You post such objectionable Content.

As the Company cannot control all content posted by users or third parties on the Service, You agree to use the Service at Your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Your use of any content.

Content Loss or Corruption

The Company does not guarantee there will be no loss or corruption of data.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

Intellectual Property Rights

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Subscriptions and Billing

Certain features may require a paid subscription. You agree to pay all applicable fees and taxes associated with Your selected plan. Failure to maintain a valid subscription may result in loss of access to paid features.

Subscription plans, pricing, free trials, billing, automatic renewal, price changes, cancellation, and refunds are governed by the Subscription Agreement, which forms part of the Service Terms. It is linked from the Profile page within the Mobile App or from the footer of the website at https://shelftalkerapp.com.

Suspension and Termination

The Company may suspend, restrict, or terminate Your Account and access to the Services, remove content, or disable sharing or Team features, with or without prior notice or liability, if We believe, in our sole discretion, that Your use may violate this Agreement, applicable alcohol laws, tied-house rules, or other legal requirements, or if Your use poses a risk to the Company, other users, or third parties.

We will give You reasonable advance notice (typically 30 days) before terminating a paid subscription except in cases of serious breach of this Agreement, fraud, or legal compulsion.

Upon suspension, restriction, or termination, Your right to use the Service will decrease or cease immediately.

If You are using Our free trial portion of the Subscription Service, You may end Your relationship with the Company by simply ceasing to use the Service. If You are under a monthly or annual subscription plan, You may downgrade or cancel Your plan within Your mobile devices subscription management area or from https://shelftalkerapp.com.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Mandatory Local Protections

Nothing in this Agreement excludes or limits Our liability for:

  1. death or personal injury caused by Our negligence;
  2. fraud or fraudulent misrepresentation;
  3. any liability that cannot be excluded or limited under applicable law, including:
  • rights under the Australian Consumer Law (Sch 2, Competition and Consumer Act 2010 (Cth)), particularly ss. 64A and 276;
  • rights under the UK Consumer Rights Act 2015 (esp. ss. 31, 47, 57);
  • rights of consumers in the European Economic Area under mandatory consumer protection law;
  • rights under Quebec Consumer Protection Act (CQLR c P-40.1);
  • statutory damages claims under GDPR Art. 82, UK GDPR Art. 82, or comparable laws.

To the maximum extent permitted by law, and subject to the above, Our aggregate liability for all claims arising out of or relating to this Agreement and Your use of the Service is limited to the greater of (i) the amount You paid Us in the twelve months preceding the event giving rise to the claim or (ii) US$50.

Disclaimers

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and/or their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind, that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards, or be error free, or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of its providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. In such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Nothing in this section excludes implied warranties, statutory guarantees, or other rights that cannot be excluded under applicable law (e.g., UK CRA 2015 ss. 31, 47, 57; ACL ss. 64A, 276; Quebec CPA Art. 38).

Indemnification

You agree to defend, indemnify, and hold harmless the Company and its owners, officers, employees, contractors, affiliates, licensors, and service providers from and against:

(a) third-party intellectual property infringement claims based on Your Content;

(b) Your violation of applicable law, including any applicable alcohol-industry law, regulation, tied-house restriction, or licensing requirement; and

(c) Your gross negligence or willful misconduct.

This indemnification obligation does not apply to consumers in jurisdictions where such obligations are unenforceable against consumers, including the European Union, United Kingdom, Australia, and Quebec.

Governing Law

This Agreement and Your use of the Service is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule. Your use of the Service may also be subject to other local, state, national, or international laws.

Any legal suit, action, or proceeding arising out of or related to this Agreement and Your use of the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in Kent County. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company through the form provided on the Profile page or at privacy@shelftalkerapp.com.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

This Agreement may have been translated if We have made it available to You on our Service.

You agree that the original English text shall prevail in the case of a dispute.

Changes/Updates to this User Agreement

We may update this Agreement from time to time. The "Effective Date" date at the top reflects the most recent revision. We will retain prior versions and link to them from the Mobile App's Profile page and the footer of the Shelf Talker website.

If We make material changes (e.g., changes that materially affect Your rights or obligations), We will:

  1. provide at least 30 days' advance notice by email to the address associated with Your Account, by in-app notice, and on the Website;
  2. for consumers in the EEA, UK, Australia, Quebec, and other jurisdictions where mandatory consent is required for adverse changes, obtain Your affirmative re-acceptance (e.g., a click-through modal) before the change applies to You; and
  3. offer You a reasonable opportunity to cancel Your subscription without penalty if You do not accept the change.

For non-material, clarifying, or legally required changes, continued use of the Service after the "Effective Date" date constitutes acceptance, subject to applicable consumer-protection laws.

Links to the most recent update of the Agreement, as well as the Privacy Policy, License Agreement, and Subscription Agreement documents can be found on the Profile page within the Mobile App. These same documents can also be found at the bottom of the Shelf Talker website, https://shelftalkerapp.com.

You are advised to review this User Agreement periodically for any changes.

Accessibility

We are committed to making the Service accessible. We design and test the Mobile App and Website to conform substantially to the Web Content Accessibility Guidelines (WCAG) 2.2 Level AA. If You encounter accessibility barriers, please contact support@shelftalkerapp.com and We will make reasonable efforts to address the issue.

Contact Us

If You have any questions or concerns about this User Agreement, please contact us at support@shelftalkerapp.com.

For legal or privacy related questions or concerns, please contact Steven Schaner at privacy@shelftalkerapp.com.

The Company can also be reached through the Contact Us button located on Your Profile page within the Mobile App.

The Shelf Talker App is used by many people, and We are proud of the trust placed in Us. In exchange, We trust You to use Our Services responsibly. If You know of someone violating that trust through an actual or suspected breach of this Agreement please send details to support@shelftalkerapp.com.

References

The following official resources provide background on the alcohol-industry compliance topics referenced in this Agreement, including trade practices, tied-house restrictions, advertising, labeling, and deceptive marketing rules:

These references are provided for general informational purposes only and do not constitute legal advice. Because alcohol laws vary by jurisdiction and business role, You should consult qualified counsel regarding Your specific use of the Services.