Terms of Service | Grapevine

Effective date: August 18, 2026 · Last updated: August 18, 2026

These Terms of Service ("Terms") govern access to and use of the services provided by Grapevine Codes LLC ("Grapevine," "we," "us," or "our").

The "Services" include:

Grapevine websites and web applications;
Grapevine consumer mobile applications;
the Grapevine vendor dashboard;
product-registration, QR-code, NFC-tag, referral, and reward features;
checkout and order-routing services;
vendor settlement services;
guest checkout;
support and communications; and
integrations with supported commerce and fulfillment platforms.

By creating an account, checking out, registering a product, using a referral identifier, joining a vendor organization, connecting a commerce platform, or otherwise using the Services, you agree to these Terms.

Important notices:

You must be at least 18 years old to use the Services.
Permanent account deletion currently forfeits any remaining Grapevine Reward balance, except where applicable law requires another treatment.
Deactivated, banned, or deleted Referrers do not receive new referral Rewards, and those amounts may be retained by Grapevine rather than returned to the Vendor.
These Terms contain disclaimers, limitations of liability, and Vendor indemnification obligations.

If you do not agree, do not use the Services.

1. Definitions

For these Terms:

"Account" means a Grapevine consumer, Vendor, administrator, or team-member account.
"Connected Platform" means a commerce, payment, fulfillment, identity, or other third-party platform connected to the Services.
"Consumer" means a person who scans, registers, refers, purchases, receives a Reward, or otherwise uses the consumer-facing Services.
"Guest" means a person who checks out without first creating a login Account.
"Payment Processor" means Stripe or another payment provider used by Grapevine.
"Product" means a product or item listed, enrolled, or made available through the Services.
"Referrer" means a person associated with a referral link, code, QR code, NFC identifier, registered Product, or other referral mechanism.
"Reward" means an amount recorded in the Grapevine reward system in connection with an eligible referral or another program rule.
"Vendor" means a business or organization that lists, enrolls, sells, fulfills, or administers Products through the Services.
"Vendor Content" means a Vendor's name, marks, logos, Product information, images, descriptions, prices, policies, and other material supplied to Grapevine.

2. Eligibility and Authority

You must be at least 18 years old and legally able to enter a binding contract. By creating an Account, you attest that you are at least 18 years old.

A Vendor Account may be created and administered only by a person with authority to act for the organization.

The Services are currently offered and directed only to users in the United States.

You may not use the Services if:

law prohibits you from doing so;
you are subject to applicable sanctions or trade restrictions;
your Account has been permanently deleted or banned; or
Grapevine has previously prohibited your use.

If you accept these Terms for a company or organization, you represent that:

you have authority to bind it;
the information you provide is accurate;
the organization is legally permitted to use the Services; and
"you" includes both you and that organization.

3. Accounts and Security

You must provide accurate, current, and complete information.

You are responsible for:

maintaining the confidentiality of credentials;
securing devices and authentication methods;
activity under your Account;
using individual provider accounts where available;
assigning appropriate Vendor-team roles; and
notifying Grapevine promptly of suspected unauthorized access.

You may not:

share credentials with an unauthorized person;
impersonate another person or organization;
create an Account using information you do not have the right to use;
create an Account to evade a suspension or ban; or
transfer an Account without Grapevine's written approval.

Grapevine may require email verification, identity verification, tax information, payout verification, or other information reasonably needed to provide the Services, prevent fraud, comply with law, or satisfy a provider's requirements.

4. The Services

Grapevine provides technology that may allow Consumers to:

discover or scan Products;
register Products;
access checkout;
share referral links, codes, QR codes, or NFC identifiers;
earn or spend Rewards;
review purchases and fulfillment status; and
communicate with Grapevine.

Grapevine may allow Vendors to:

create and manage a Vendor organization;
invite team members;
enroll Products;
establish referral reward amounts;
connect a commerce or fulfillment platform;
receive orders;
review Product, transaction, referral, or scan information;
receive settlement; and
access support.

We may add, remove, modify, suspend, or discontinue features. We do not guarantee that every feature will be available in every location, device, Connected Platform, or Account.

5. Guest Checkout and Purchase Claims

A Guest may be able to complete a purchase without creating a login Account.

Guest checkout creates a limited internal record associated with the Guest's email address and optional telephone number. It does not create a password, full profile, or authentication identity.

A Guest:

cannot use an existing Reward balance through the guest record;
is not credited Rewards through the guest record unless and until an eligible Account relationship is established;
must provide accurate checkout and shipping information; and
remains bound by the purchase, payment, acceptable-use, dispute, and privacy terms that apply to the transaction.

If the Guest later creates or uses an Account with the same normalized email address, Grapevine may offer to attach eligible purchase history, registered Products, codes, and related records to that Account.

Claiming may require confirmation. Grapevine is not responsible where a purchase cannot be claimed because:

a different email address or alias was used;
the Guest does not control the email address;
the records have been deleted or legally restricted;
conflicting ownership information exists; or
fraud or security concerns prevent the claim.

A Guest may be offered the option to claim purchase history without claiming Product registrations or codes.

6. Products, Orders, and Seller Identification

The Vendor whose Product you purchase is the seller of that Product, and the purchase contract is between the Consumer and that Vendor, unless the checkout, order confirmation, or receipt for a particular transaction expressly identifies Grapevine as the seller or merchant of record.

Grapevine operates the platform and collects payment for the transaction through its Payment Processor. The charge is processed on Grapevine's payment-processor account, may appear under Grapevine's name on your payment-card statement, and the resulting proceeds are settled to the Vendor as described in Section 10. Refunds of a Grapevine-processed charge are issued through the same channel.

Where Grapevine is expressly identified as seller or merchant of record for a transaction, the checkout disclosures, receipt, these Terms, and applicable law determine the respective obligations of Grapevine and the Vendor.

Regardless of seller designation, each Vendor remains responsible to Grapevine for:

the truthfulness and completeness of Product information;
Product legality and regulatory compliance;
inventory availability;
Product safety;
warnings and instructions;
shipping and fulfillment;
warranties and return policies;
recalls and corrective action;
intellectual-property rights;
applicable taxes allocated to the Vendor; and
acts or omissions by the Vendor and its personnel.

An order is not accepted until the applicable system confirms it.

Grapevine or the seller may cancel or correct an order where:

a Product is unavailable;
a price or Product description was materially incorrect;
payment fails or is reversed;
fraud or abuse is suspected;
fulfillment is unlawful or impracticable; or
cancellation is required by law.

Mandatory consumer rights are not limited by these Terms.

7. Prices, Taxes, Shipping, and Payment

The amount charged to a Consumer may include:

the Product price;
quantity;
shipping;
applicable taxes;
disclosed service charges; and
other charges clearly shown before purchase.

By submitting an order, you authorize the Payment Processor and Grapevine to charge the displayed amount using the selected payment method or available Reward balance.

Payment-card information is submitted through the Payment Processor. Grapevine does not receive or store a complete card number or card security code.

The Payment Processor may:

perform fraud checks;
request identity or tax information;
decline or delay a payment;
hold, reverse, or dispute funds;
apply its own terms; and
act independently where required by payment, financial, sanctions, or anti-money-laundering law.

Grapevine is not responsible for a payment failure, provider outage, bank decision, or processor hold that Grapevine did not cause.

8. Referrals and Rewards

8.1 Reward eligibility

A Reward is credited only when Grapevine determines that all applicable conditions are satisfied.

A qualifying Reward may require that:

the Vendor established a positive Reward for the purchased Product or variant;
the Referrer exists in Grapevine;
the Referrer registered the relevant Product;
the purchase is associated with the Referrer's valid code or identifier;
the Referrer and purchaser are not the same person;
a Guest purchaser's email does not match the Referrer's email;
payment and settlement complete successfully;
the purchase is not cancelled, refunded, charged back, duplicated, or fraudulent; and
the Referrer's Account is eligible to receive the Reward.

Grapevine's records control eligibility unless the Consumer or Vendor demonstrates a material error.

8.2 Pending, earned, reversed, and corrected Rewards

A Reward may remain pending until Grapevine confirms payment, settlement, and eligibility.

Grapevine may withhold, reverse, deduct, or correct a Reward where:

an order is cancelled, returned, or refunded;
a payment is disputed or charged back;
a referral is invalid;
the same person acted as purchaser and Referrer;
an Account, scan, purchase, or registration was fabricated or manipulated;
the Product was not validly registered;
an error caused an incorrect credit;
fraud or abuse is suspected; or
law or a provider requires the action.

If a correction produces a negative Reward balance, Grapevine may offset future credits or require repayment to the extent permitted by law.

8.3 Referral disclosures

A Referrer must clearly disclose the financial relationship whenever sharing or recommending a Product.

The disclosure must:

state that the Referrer may receive a Reward if another person purchases;
be clear and easy to understand;
appear close to the link, code, QR code, NFC reference, post, or recommendation;
not be hidden in a profile, separate terms page, or group of unrelated hashtags; and
comply with advertising, endorsement, platform, email, text-message, and anti-spam law.

A suitable disclosure may be: "I may earn a reward if you buy through this link."

A Referrer may make only truthful statements and may not make an unsupported health, safety, performance, earnings, or comparative claim.

8.4 Reward balances

A Reward balance:

is a limited contractual feature of the Services;
is not a bank account or deposit;
does not earn interest;
is not insured;
is not freely transferable;
may not be sold or assigned;
may be used only as Grapevine permits; and
has no value except as expressly provided through the Services.

Rewards may currently be used only to pay for eligible purchases at Grapevine checkout. Grapevine does not currently offer withdrawal or cash payout of a Reward balance.

If Grapevine offers a cash-payout feature in the future, payout may be subject to:

a minimum amount;
identity, tax, or sanctions verification;
Payment Processor requirements;
processing times and fees;
fraud review;
Account eligibility; and
applicable law.

A user is responsible for taxes associated with Rewards.

8.5 Deactivation, banning, and deletion

When an Account is deactivated:

the existing Reward balance is frozen;
the user cannot use it until reactivation; and
the Account does not receive new referral Rewards.

If a referral would otherwise generate a Reward for a Referrer whose Account is deactivated, banned, or deleted, the Reward is forfeited to Grapevine. The corresponding amount remains deducted from the Vendor's settlement and is not automatically returned to the Vendor.

When an Account is permanently deleted, its remaining Reward balance is forfeited to Grapevine, except where applicable law requires a different treatment.

A user should spend any available Reward balance — and complete any payout the Services then offer — before requesting permanent deletion.

8.6 Program changes

Grapevine may change, suspend, or discontinue the Reward program prospectively. A material change will not retroactively alter the recorded amount of a completed transaction except to correct an error, address fraud, comply with law, or process a refund or chargeback.

9. Vendor Obligations

A Vendor represents and warrants that:

it is validly organized or lawfully operating;
the person creating the Vendor Account has authority to act;
its information is accurate;
it has all rights, licenses, permits, and approvals needed to offer Products;
Product listings are accurate and not misleading;
Products are safe and lawful;
Products comply with labeling, warning, certification, recall, and consumer-protection requirements;
Vendor Content does not infringe another person's rights;
it will maintain accurate prices, inventory, shipping, return, and warranty information;
it will fulfill accepted orders promptly;
it will honor mandatory consumer rights;
it will maintain its Connected Platform and payout account in good standing;
it will comply with tax, privacy, marketing, accessibility, sanctions, and product-safety law; and
it will cooperate with Grapevine regarding complaints, refunds, recalls, disputes, investigations, and legal requests.

A Vendor may not list, offer, or facilitate:

illegal, stolen, counterfeit, or recalled goods;
unsafe or materially defective Products;
controlled substances or unlawful drug products;
unlawful medical, prescription, or health products;
weapons, explosives, or hazardous materials without Grapevine's prior written approval;
adult-only or age-restricted Products without Grapevine's prior written approval and appropriate age controls;
infringing goods;
fraudulent financial products or services;
Products prohibited by a Connected Platform or Payment Processor; or
any other Product Grapevine reasonably considers unlawful or unacceptably risky.

Grapevine may remove or suspend a Product without prior notice where reasonably necessary for safety, legal compliance, fraud prevention, provider compliance, or protection of users.

9.1 Vendor use of consumer information

A Vendor may use consumer information received through Grapevine only as permitted by law and for appropriate purposes such as:

fulfilling the order;
delivery;
customer support;
returns or warranties;
Product safety or recalls;
fraud prevention;
legal obligations; or
another purpose clearly disclosed to and authorized by the Consumer.

A Vendor may not use Grapevine-provided contact information for unrelated marketing unless the Vendor has the legally required consent.

10. Vendor Fees and Settlement

10.1 Settlement calculation

Unless a separate written agreement or fee schedule states otherwise:

Vendor Net Proceeds = Gross Sale Amount − Grapevine Platform Fee − Referral Reward − actual Payment Processor Fee − refunds, chargebacks, taxes, reserves, and other authorized adjustments.

The components are:

Gross Sale Amount: the Product amount paid by the Consumer.
Grapevine Platform Fee: the Vendor-specific percentage or amount disclosed in the Vendor dashboard or fee schedule.
Referral Reward: the Product-specific amount associated with an eligible referral.
Payment Processor Fee: the actual processing fee charged on the card-funded portion of the transaction.
Adjustments: refunds, reversals, chargebacks, taxes, reserves, corrections, or another amount authorized by these Terms or a written Vendor agreement.

The Platform Fee is generally calculated against the gross Product amount, rather than only the card-funded portion.

The Platform Fee rate and fee amount applicable to a completed transaction may be recorded at settlement so a later fee-rate change does not rewrite the transaction's historical allocation.

The Consumer ordinarily pays the displayed Product price. The Platform Fee, Referral Reward, and Payment Processor Fee are settlement deductions and are not added to the Consumer's charge unless separately disclosed.

10.2 Reward-funded and card-funded settlement

Where a Consumer applies a Reward balance:

part of the Vendor settlement may be funded from Grapevine's platform balance; and
the remaining part may be funded from the card charge.

These amounts may appear as separate transfers and may become available on different dates.

A reward-only purchase may create a Vendor transfer without a card charge or card-processing fee.

10.3 Timing and processor control

Settlement timing depends on:

payment completion;
the Payment Processor's availability schedule;
the card network;
the Vendor's connected-account status;
identity or tax verification;
fraud or compliance review;
reserves;
refunds and disputes; and
technical or provider outages.

Grapevine does not guarantee a specific payout date unless it expressly agrees in writing.

10.4 Holds, reserves, offsets, and corrections

Grapevine may delay, hold, reserve, reduce, reverse, or offset settlement where reasonably necessary to address:

a refund;
a chargeback or dispute;
suspected fraud;
an unlawful Product;
a Product-safety claim;
a negative Vendor balance;
a processor hold;
an overpayment or calculation error;
a tax or legal obligation;
a breach of these Terms; or
anticipated liabilities reasonably connected to the Vendor.

Grapevine may offset an amount owed by a Vendor against later settlement.

If a settlement error occurs, Grapevine may correct it prospectively or reverse an erroneous transfer.

10.5 Taxes

The party identified as seller or merchant of record is responsible for sales, use, value-added, excise, and similar transaction taxes except to the extent another party expressly agrees or law requires otherwise.

A Vendor is responsible for:

providing accurate tax information;
taxes associated with its business and proceeds;
tax reporting allocated to it;
determining the tax treatment of Referral Rewards it establishes; and
reimbursing Grapevine for tax liabilities caused by inaccurate Vendor information or Vendor noncompliance.

Grapevine does not provide tax advice.

11. Returns, Refunds, Cancellations, and Chargebacks

The applicable seller's return, cancellation, and warranty policy applies, subject to mandatory law and any checkout disclosure.

A Vendor must:

clearly disclose its policy;
respond to legitimate support requests;
honor mandatory refund and warranty rights;
cooperate with chargeback and fraud investigations; and
provide evidence reasonably requested by Grapevine or the Payment Processor.

A refund, cancellation, or chargeback may cause:

reversal of a Reward;
reduction of Vendor settlement;
debit from a reserve;
offset against a later payout;
recovery of an overpayment; or
suspension of a Product or Account.

Grapevine may facilitate communication or payment adjustments but does not waive the seller's legal obligations.

12. Connected Platforms

A Vendor may authorize Grapevine to connect to a Connected Platform, including by installing or approving an app or credentials on the Vendor's store account.

By connecting a platform, the Vendor:

authorizes Grapevine to access the permissions displayed during authorization;
instructs Grapevine to receive, create, update, transmit, or synchronize information needed to provide the integration;
represents that it has authority to provide those instructions;
agrees to comply with the Connected Platform's terms;
remains responsible for the connected store and its data;
must maintain accurate credentials and configuration; and
must notify Grapevine of unauthorized access or a loss of authority.

Connected Platforms may change APIs, suspend access, impose limits, experience outages, or discontinue features. Grapevine is not responsible for a third party's action, outage, policy, or decision.

Upon disconnection, Grapevine may:

delete the associated access credentials;
stop synchronization;
deactivate imported Products;
preserve historical Product, order, transaction, settlement, and audit records; and
complete an open order or legally required process.

A third-party platform, including Shopify, is not responsible for Grapevine, Grapevine's support, defects in the Services, or harm caused by Grapevine, unless that platform expressly agrees otherwise.

13. Account Deactivation, Deletion, Suspension, and Termination

13.1 Deactivation

A Consumer may deactivate an Account through available settings.

Deactivation:

is reversible;
signs the user out;
restricts use of the Services;
may hide public referral identity;
freezes the Reward balance;
stops new Reward accrual; and
may automatically end when the user later logs in.

Deactivation is not deletion and does not erase records.

13.2 Permanent deletion

A Consumer may request permanent deletion through available settings.

Before deletion:

Grapevine may display the number of open orders and current Reward balance;
the user must confirm that deletion is permanent;
the user should spend any available Reward balance;
a sole owner of a Vendor organization must transfer ownership or close the organization; and
open orders remain valid.

Permanent deletion:

removes the authentication identity;
removes or replaces ordinary profile identifiers;
deletes saved addresses, device tokens, and notifications;
redacts personal fields on completed orders and transactions;
retains non-identifying financial, settlement, security, and audit facts;
may temporarily retain shipping information needed to fulfill an open order;
does not cancel a purchase; and
forfeits the remaining Reward balance to Grapevine, except where law requires otherwise.

13.3 Suspension or termination by Grapevine

Grapevine may suspend, restrict, ban, or terminate an Account, Product, Vendor organization, or feature if:

these Terms are breached;
fraud, manipulation, or security abuse is suspected;
a Product presents legal or safety risk;
payment or settlement obligations are not met;
a provider requires the action;
law or legal process requires it;
continued access threatens the Services or another person; or
Grapevine discontinues the relevant Service.

Where reasonably practicable, Grapevine will provide notice and an opportunity to cure. Immediate action may be taken for fraud, security, safety, unlawful activity, or provider requirements.

Suspension may freeze funds or Rewards while Grapevine investigates.

Termination does not eliminate accrued fees, refunds, chargebacks, indemnities, data-processing obligations, legal holds, or other provisions that by their nature survive.

14. Acceptable Use

You may not:

violate law or another person's rights;
misrepresent identity, authority, Product, purchase, or referral activity;
create fake Accounts, scans, orders, registrations, reviews, or referrals;
engage in self-referral or coordinated referral manipulation;
use automation, bots, scripts, or device farms to create false activity;
access or attempt to access another person's Account or data;
interfere with, overload, disrupt, probe, scan, or test the Services without written authorization;
bypass authentication, authorization, rate limits, fraud controls, or payment controls;
scrape or bulk-extract information;
reverse engineer the Services except where law expressly permits it;
upload malware or harmful code;
submit unlawful, abusive, defamatory, infringing, deceptive, or harmful content;
use the Services for spam or unlawful marketing;
use consumer information for an unauthorized purpose;
circumvent Grapevine's fees or settlement process;
manipulate a refund, dispute, chargeback, or Reward; or
assist another person in doing any of these things.

Grapevine may investigate suspected violations and cooperate with providers, rights holders, law enforcement, courts, and regulators.

15. Content and Intellectual Property

15.1 Grapevine property

The Services, software, designs, databases, workflows, branding, documentation, and other Grapevine materials are owned by Grapevine or its licensors.

Subject to these Terms, Grapevine grants you a limited, revocable, non-exclusive, non-transferable license to use the Services for their intended purpose.

No other rights are granted.

15.2 Your content

You retain ownership of content you submit.

You grant Grapevine a worldwide, non-exclusive, royalty-free license to host, store, reproduce, format, display, transmit, distribute, create technical adaptations of, and use that content as reasonably necessary to operate, support, secure, and promote the Services and the applicable Product or Vendor.

A Vendor's license includes permission to display the Vendor's business name, marks, logos, Product images, Product information, prices, and policies.

You represent that you have the rights needed to grant this license.

15.3 Feedback

If you provide feedback or suggestions, Grapevine may use them without restriction or compensation, provided that Grapevine does not publicly identify you as the source without permission.

15.4 Intellectual-property complaints

A rights holder may send a complaint to: legal@grapevinecodes.com · Grapevine Codes LLC, 850 Lindy Ln, Huntingtown, MD 20639

The complaint should identify:

the protected work;
the allegedly infringing material;
the location of the material;
the complainant's contact information; and
the basis for the claim.

16. Privacy and Vendor Data Processing

The Grapevine Privacy Policy describes Grapevine's general privacy practices and is incorporated into these Terms.

The remainder of this section is the data-processing agreement between Grapevine and a Vendor where Grapevine processes personal data on the Vendor's behalf.

16.1 Roles

The Vendor acts as controller or business for personal data in the Vendor's customer, commerce, fulfillment, and support relationship.

Grapevine acts as processor, service provider, or contractor when it processes that data solely to provide the Vendor's integration or fulfill the Vendor's documented instructions.

Grapevine acts independently as controller or business for:

Grapevine Accounts;
Grapevine-originated transactions;
referrals and Reward balances;
platform fraud and security;
direct support relationships;
settlement and accounting;
legal compliance; and
other purposes identified in the Privacy Policy.

16.2 Processing details

The subject matter is the operation of the Services and the Vendor's connected integration.

Processing may include collection, receipt, storage, organization, retrieval, consultation, transmission, creation or updating of orders, fulfillment-status synchronization, disclosure to authorized providers, redaction, restriction, deletion, and audit.

Data subjects may include:

Vendor customers;
purchasers;
recipients;
Consumers;
Vendor personnel; and
other persons whose information is included in a Vendor instruction.

Personal data may include:

names;
email addresses;
telephone numbers;
shipping addresses;
order and Product information;
fulfillment and tracking information;
customer-support information;
transaction-related identifiers;
Account roles; and
technical information needed to operate the integration.

Processing continues while the Vendor uses the Services and for any lawful retention period afterward.

16.3 Vendor instructions and responsibilities

The Vendor instructs Grapevine to process personal data as necessary to provide the Services and as otherwise documented through the Vendor's configuration, support requests, and use of the Services.

The Vendor represents that:

its instructions are lawful;
it has a valid legal basis for the processing;
it has provided legally required notices;
it has obtained legally required consent;
it will respond to data-subject requests for which it is responsible;
it will not instruct Grapevine to violate law;
it will use data received from Grapevine only for a lawful and disclosed purpose; and
it will notify Grapevine where an instruction changes or is withdrawn.

Grapevine will notify the Vendor if Grapevine reasonably believes an instruction violates applicable data-protection law, unless law prohibits that notice.

16.4 Purpose limitation

Grapevine will not use Vendor-controlled personal data:

for another Vendor;
for cross-Vendor customer profiling;
for unrelated advertising;
for sale or rental;
for competitive benchmarking using identifiable merchant or customer information; or
to train, fine-tune, or evaluate an AI or machine-learning model.

Grapevine may use aggregated or de-identified operational statistics that do not identify the Vendor's customers.

16.5 Confidentiality and security

Grapevine will:

limit access to authorized persons with a need to know;
require appropriate confidentiality;
maintain reasonable technical and organizational safeguards;
use authentication and organization-based authorization;
protect information in transit and at rest;
encrypt connected-platform access credentials at the application layer, with the encryption key held outside the database;
verify supported webhook signatures;
maintain incident-response procedures; and
review and update safeguards as the Services change.

No security measure eliminates all risk.

16.6 Subprocessors and providers

The Vendor authorizes Grapevine to use subprocessors and service providers needed to provide the Services.

Current providers are identified in the Privacy Policy.

Grapevine will:

impose appropriate data-protection obligations where required;
remain responsible for its contractual obligations;
provide reasonable notice of a material new subprocessor where required; and
consider a Vendor's reasonable, legally grounded objection.

A provider may separately act as an independent controller where required by payment, identity, fraud, sanctions, or other law.

16.7 Data-subject requests

Grapevine will provide reasonable assistance with requests to access, correct, delete, restrict, object to, or obtain a portable copy of Vendor-controlled personal data.

A Vendor request applies only to the Vendor's data sphere. It does not delete the Consumer's separate Grapevine Account or relationships with another Vendor.

Grapevine may retain a non-identifying audit record showing that a request was received and completed.

16.8 Security incidents

Grapevine will notify the affected Vendor without undue delay after becoming aware of a personal-data breach involving personal data processed on the Vendor's behalf.

Grapevine will provide information reasonably available concerning:

the nature of the incident;
affected data and persons;
likely consequences;
containment and remediation; and
a contact for follow-up.

Where data was obtained through a Connected Platform's API, Grapevine will also notify that platform within any period its terms require. For Shopify, that period is 24 hours from becoming aware of a suspected compromise.

The Vendor remains responsible for its own regulatory and consumer notifications unless applicable law assigns the obligation to Grapevine.

16.9 Return, deletion, and retention

When the integration or Vendor relationship ends, Grapevine will delete, return, redact, deactivate, or restrict Vendor-controlled personal data as appropriate, except where:

the data is needed to complete an open order;
law requires retention;
the record is needed for tax, accounting, fraud, settlement, chargeback, or dispute purposes;
Grapevine independently acts as controller;
a legal hold applies; or
continued retention is otherwise described in the Privacy Policy.

Connected-platform credentials are deleted following disconnection.

Historical Product and catalog records may be deactivated and retained so prior orders remain understandable.

Financial records may be retained with direct identity fields removed.

16.10 Audits and information

On reasonable written request, Grapevine will provide information reasonably necessary to demonstrate compliance with this section.

A Vendor may request an audit no more than once in a 12-month period, except where:

a regulator requires otherwise;
a personal-data breach has occurred;
there is credible evidence of material noncompliance; or
applicable law requires a more frequent review.

Audits must:

preserve confidentiality;
avoid unreasonable disruption;
use available reports and documentation first;
be limited to relevant systems and obligations; and
be performed by an independent qualified auditor where appropriate.

The Vendor is responsible for extraordinary audit costs unless the audit establishes material noncompliance by Grapevine.

16.11 International transfers

Where legally required, the parties will use an appropriate international-transfer mechanism, including applicable contractual clauses or another recognized safeguard.

The Vendor authorizes processing in the United States and other locations disclosed in the Privacy Policy, subject to applicable law.

16.12 Order of precedence

For personal-data processing on the Vendor's behalf, this Section 16 controls over a conflicting general provision in these Terms.

The Privacy Policy controls the public description of Grapevine's privacy practices. A separately signed data-processing agreement controls over this section to the extent it expressly states that it supersedes it.

17. Third-Party Services

The Services depend on third parties, including payment, hosting, database, messaging, address, anti-bot, commerce, fulfillment, identity, and mobile-platform providers.

Your use of a third-party service may be subject to separate terms and privacy notices.

To the fullest extent permitted by law, Grapevine is not responsible for a third party's outage, API change, security incident, Account suspension, payment decision, policy, content, Product, or failure to perform.

Nothing in these Terms makes a third party responsible for Grapevine unless the third party expressly agrees.

18. Disclaimers

To the fullest extent permitted by law, the Services are provided "as is" and "as available."

Grapevine disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation.

Grapevine does not warrant that:

every scan will be recorded;
a referral will be attributed;
a Reward will be earned;
a Product will remain available;
a Connected Platform will continue to function;
a payout or settlement will occur by a particular date;
data will never be lost;
the Services will be free of vulnerabilities; or
Vendor Content or Products are accurate, safe, lawful, or suitable.

Except where Grapevine is expressly identified as seller or merchant of record or law provides otherwise, Grapevine does not manufacture, inspect, possess, warrant, or guarantee Vendor Products.

Nothing in these Terms excludes a warranty or consumer right that cannot lawfully be excluded.

19. Limitation of Liability

To the fullest extent permitted by law, Grapevine and its officers, members, employees, affiliates, and providers will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, opportunity, goodwill, anticipated savings, data, or business interruption arising from or related to the Services.

19.1 Consumer claims

For a claim by a Consumer, Grapevine's aggregate liability will not exceed the greater of:

$100; or
the service fees, if any, paid directly by that Consumer to Grapevine during the 12 months before the event giving rise to the claim.

Product purchase amounts passed to a Vendor, Payment Processor fees, taxes, and Reward balances are not "service fees" for this calculation.

19.2 Vendor claims

For a claim by a Vendor, Grapevine's aggregate liability will not exceed the Platform Fees actually retained by Grapevine from that Vendor during the 12 months before the event giving rise to the claim.

Gross Product proceeds, Payment Processor fees, taxes, Referral Rewards, reserves, and settlement amounts held or transferred for the Vendor are not Platform Fees for this calculation.

19.3 Exclusions from the cap

The limitations do not:

eliminate an obligation to remit an undisputed settlement or balance that Grapevine has expressly agreed is payable;
apply to liability that cannot legally be limited;
apply to Grapevine's fraud or willful misconduct; or
affect mandatory consumer rights.

Some jurisdictions do not permit certain exclusions. In that case, the limitation applies only to the maximum extent permitted.

20. Indemnification

20.1 Vendor indemnification

A Vendor will defend, indemnify, and hold harmless Grapevine and its officers, members, employees, affiliates, and providers from third-party claims, losses, liabilities, penalties, damages, costs, and reasonable legal fees arising from:

a Product;
Product injury, defect, warning, recall, or safety issue;
Vendor Content;
false or misleading Product claims;
infringement of intellectual-property rights;
pricing, inventory, shipping, fulfillment, returns, or warranties;
the Vendor's taxes;
the Vendor's consumer communications or marketing;
unlawful data-processing instructions;
a privacy or security violation caused by the Vendor;
the Vendor's personnel;
breach of these Terms; or
violation of law.

This obligation does not apply to the extent a claim was caused by Grapevine's own breach, negligence, or willful misconduct.

20.2 Consumer and Referrer indemnification

To the extent permitted by law, a Consumer or Referrer will indemnify Grapevine against a third-party claim arising from:

unlawful or deceptive referral communications;
infringement by content the person submitted;
fraud or referral manipulation;
unauthorized access caused by credential sharing; or
material breach of these Terms.

20.3 Procedure

Grapevine will provide reasonable notice of an indemnified claim.

The indemnifying party may control the defense with qualified counsel, but may not enter a settlement that admits fault by Grapevine, imposes a non-monetary obligation on Grapevine, or fails to release Grapevine fully, without Grapevine's written consent.

21. Disputes and Governing Law

Before filing a formal claim, the parties will attempt in good faith to resolve the dispute.

A written dispute notice should describe:

the claimant;
the facts;
the requested relief; and
relevant transaction or Account identifiers.

Send notices to: legal@grapevinecodes.com · Grapevine Codes LLC, 850 Lindy Ln, Huntingtown, MD 20639

The parties will allow at least 30 days for informal resolution, unless emergency injunctive relief or a shorter legal deadline applies.

These Terms are governed by the laws of the State of Maryland, without regard to conflict-of-law principles.

Subject to mandatory consumer law, the state and federal courts located in Calvert County, Maryland will have exclusive jurisdiction.

A party may bring an eligible matter in small-claims court and may seek emergency injunctive relief in a court of competent jurisdiction.

Nothing in this section deprives a Consumer of a mandatory right to bring proceedings in another forum.

22. Changes to These Terms

Grapevine may update these Terms.

For a material change, Grapevine may provide notice by:

email;
an in-app or website notice;
the Vendor dashboard;
a checkout notice; or
another reasonable method.

A material change to:

Vendor fees;
settlement deductions;
Reward forfeiture;
dispute terms;
privacy obligations; or
the data-processing terms

will apply prospectively unless law requires otherwise.

Grapevine may require affirmative acceptance of a material update.

Continued use after an update takes effect constitutes acceptance where permitted by law. If you do not agree, you must stop using the affected Services.

23. General Terms

23.1 Electronic communications

You consent to receive agreements, notices, receipts, records, and disclosures electronically. You may retain copies for your records.

23.2 Assignment

You may not assign these Terms or transfer an Account without Grapevine's written consent.

Grapevine may assign these Terms in connection with a reorganization, financing, merger, acquisition, sale of assets, or transfer of the Services.

23.3 Force majeure

Grapevine is not responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, utility or network failures, labor disputes, government action, war or civil unrest, cyberattacks, epidemics, provider outages, banking or payment-network interruptions, or Connected Platform failures.

23.4 No general agency or partnership

Except for any limited payment-collection role expressly disclosed for a transaction, these Terms do not create a partnership, joint venture, employment, franchise, fiduciary, or general agency relationship.

23.5 Severability

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in effect.

23.6 Waiver

A failure to enforce a provision is not a waiver.

23.7 Entire agreement and order of precedence

These Terms, the Privacy Policy, applicable checkout disclosures, Vendor fee schedules, and any separately signed agreement constitute the agreement concerning the Services.

In case of conflict:

a separately signed agreement controls for its stated subject;
the Vendor Data Processing section controls for Vendor-controlled personal data;
a checkout disclosure controls seller identity and transaction-specific charges;
a Vendor fee schedule controls fee rates; and
these general Terms control otherwise.

23.8 Survival

Provisions concerning payment, settlement, refunds, chargebacks, Rewards, intellectual property, privacy, data processing, disclaimers, liability, indemnification, disputes, and general interpretation survive termination where their nature requires.

23.9 Headings

Headings are for convenience and do not affect interpretation.

24. Contact

Grapevine Codes LLC · 850 Lindy Ln, Huntingtown, MD 20639 · General support: support@grapevinecodes.com · Privacy: privacy@grapevinecodes.com · Legal notices: legal@grapevinecodes.com

Grapevine Codes™ Terms of Service