Shelf Talker LLC User Agreement

Effective Date: April 13, 2026

Please read these terms and conditions 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 Licensing Agreement, that form the entire agreement between You and the Company regarding the use of 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.

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

"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.

"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 the 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.

You represent that You are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use, and disclosure of Your personal information when You use the Service or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Licensing Agreement of the Company. Our Licensing Agreement describes Our policies and procedures on the capacity, use, and allowance of Your interaction with, ownership in, and ability to navigate when You use the Service or the Website and tells You about Your usage rights and how the law protects You. Please read Our Licensing Agreement carefully before using Our Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Subscription Agreement of the Company. Our Subscription Agreement describes Our policies, procedures, and terms regarding the different Subscription levels when You use the Service or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Subscription Agreement carefully before using Our 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 Mobile App and 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.

User Eligibility and Accounts

You may use the Service only if you 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.

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.

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 team members, share 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.

The Company operates under the premise of the implied consent by which You have granted permissions to any individual or business with whom You share Your Content a non-exclusive, limited license to store, process, display, reproduce, and transmit that Content solely as necessary to operate, maintain, secure, and improve their marketing and sales.

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.

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, the following:

  • Unlawful or promoting unlawful activity.
  • Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
  • Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
  • 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.
  • Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
  • Impersonating any person or entity including the Company and its employees or representatives.
  • Violating the privacy of any third person.
  • False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Agreement, to refuse or remove this 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 the use of the Service if You post such objectionable Content.

As the Company cannot control all content posted by users and/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.

DMCA Notice and DMCA Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
  • A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
  • Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
  • Your address, telephone number, and email address.
  • A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our copyright agent via email at support@shelftalkerapp.com. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

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 Country 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. Subscription features, limits, pricing, and availability may change from time to time as permitted by law. Failure to maintain a valid subscription may result in loss of access to paid features.

For more details regarding subscriptions and billing, please see the Subscription Agreement linked within your Profile page on the Mobile App or found in 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.

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 terminate 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 terminate Your plan within Your mobile devices subscription management area or from https://shelftalkerapp.com.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 50 USD if You haven't purchased anything through the Service.

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.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

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 the company's provider 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. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

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 any claims, liabilities, damages, judgments, penalties, fines, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to Your use of the Services, Your Content, Your violation of this Agreement, or Your violation of any applicable alcohol-industry law, regulation, tied-house restriction, or licensing requirement.

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.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

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

The Company reserves the right, at Our sole discretion, to modify or replace this Agreement at any time. If a revision is material, the Company will make reasonable efforts to provide at least 30 days' notice, via an email sent to the email address connected to the Mobile App, prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

Links to the most recent update of the Agreement, as well as the Privacy Policy, User 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.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

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

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.