Terms of Service

Agreement to terms

Welcome to Uva. These Terms of Service ('Terms') are a legally binding agreement between Uva Cellars Inc. and Uva Technologies Inc. ('Uva,' 'we,' 'our,' or 'us') and you ('you' or 'user'), governing your use of our website, mobile application, smart wine racking system, and related services (collectively, the 'Service').

Please read these Terms carefully. By clicking 'I Accept,' or by downloading, installing, or otherwise accessing or using the Service, you confirm that you have read, understand, and agree to be bound by these Terms, including our Privacy Policy at uvacellars.com/privacy. If you do not agree, you must immediately stop using the Service.

Overview of services

Uva provides an AI-powered Smart Sommelier™ app, a smart wine racking system, and digital services for wine enthusiasts and collectors. Key features include:

• Wine recommendations & pairings — AI-driven and curated suggestions for wine storage, pairings, and cellar management.
• Cellar management — Tracking wine inventory, environmental conditions, and personal preferences.
• Smart rack monitoring — Environmental sensors for temperature and humidity monitoring, cellar alerts, and condition reporting.
• Subscription plans — Free and premium tiers with different features.
• Third-party integrations — External services and smart home device connectivity.

Uva may modify, update, or discontinue any part of the Service at any time. For paid subscribers, we will provide reasonable advance notice of any material change to or discontinuation of a feature included in your paid plan, except where the change is required for security, legal compliance, or to address an emergency technical issue.

Eligibility & account registration

Age requirement

You must be at least 18 years of age to create an account and use the Service. By creating an account, you confirm that you meet this requirement. If you are under 18, you may not use the Service.

Account creation & security

• You are responsible for providing accurate, up-to-date registration information.
• You must keep your login credentials confidential and not share your account with others.
• You agree not to use another person's account without permission.
• Uva is not responsible for unauthorised account access resulting from your failure to secure your credentials. Notify us immediately at [email protected] if you suspect unauthorised access.

Subscriptions, payments & cancellations

Free & premium plans

Uva offers both free and paid subscription plans. Premium plans provide access to additional features as described on our website and in the app at the time of purchase.

Payment processing & auto-renewal

• In-app payments are currently processed through the Apple App Store. Apple's terms and privacy policy govern those transactions. Uva may in future offer payments through Google Play or other processors; any such addition will be reflected in an updated version of these Terms.
• For business (B2B) customers, payments are handled by invoice as set out in your commercial agreement with Uva.
• Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date.
• Sales taxes and applicable currency conversions are determined and handled by the relevant payment processor.

Cancellation & refunds

You may cancel your subscription at any time via your App Store account settings or your Uva account settings. Cancellation takes effect at the end of the current billing period. Uva does not offer refunds for unused subscription periods, except as required by applicable law — including the 14-day right of withdrawal for EU consumers under Directive 2011/83/EU, cooling-off rights for Quebec consumers under the Consumer Protection Act, and any other statutory refund right that cannot be waived in your jurisdiction.

Price changes

Uva may change pricing for paid subscription plans. For existing paid subscribers, we will provide at least 14 days' advance notice of any price increase before it takes effect. Your continued subscription after the notice period constitutes acceptance. If you do not accept the new price, you may cancel before the change takes effect.

User content & intellectual property

Your rights and licence to Uva

Users may submit wine reviews, ratings, cellar photos, tasting notes, and other content ('User Content') through the Service. You retain ownership of all User Content you submit.

By submitting User Content, you grant Uva a worldwide, royalty-free, non-exclusive licence to use, modify, display, distribute, and create derivative works from your User Content for the purposes of operating and improving the Service. This licence is revocable upon account deletion to the extent technically feasible, does not transfer ownership of your content to Uva, and does not substitute for the separate explicit consent required before Uva uses your personal data to train AI models or features your individual content in external advertising.

Prohibited content

You may not upload User Content that violates any applicable law, contains misleading or defamatory material, infringes third-party intellectual property rights, or includes personal information of other individuals without their consent.

Uva's intellectual property

All software, branding, trademarks, and original content created by Uva are owned by Uva or its licensors. You may not copy, modify, distribute, reverse-engineer, or create derivative works from any part of the Service without Uva's written consent. Violations may result in account suspension or legal action.

Acceptable use policy

You agree not to use the Service to:

• Engage in fraud, hacking, or unauthorised access to Uva's systems or other users' accounts;
• Circumvent or attempt to bypass premium features without payment;
• Upload malicious code, viruses, or any content intended to disrupt the Service;
• Scrape, harvest, or systematically collect data from the Service without written permission; or
• Use the Service in any way that violates applicable laws.

Violations may result in immediate account termination without notice and, where appropriate, legal action.

AI-powered features & disclaimers

Uva's AI-powered Smart Sommelier™ provides wine recommendations, pairings, and storage suggestions based on your collection data, preferences, and environmental factors.

Recommendations disclaimer

AI features are provided for informational purposes only. Uva makes no guarantees that AI-generated recommendations will be accurate, reliable, or suitable for your specific needs. Uva is not responsible for incorrect or misleading recommendations, purchasing decisions made based on AI-generated content, or financial or other consequences of acting on AI suggestions. AI-generated recommendations do not substitute for the advice of a qualified wine professional.

AI updates & evolving data

Uva's AI system undergoes periodic updates. You acknowledge that AI-generated content may be revised or removed based on new data or algorithm updates, past recommendations may not remain valid, and AI learning models evolve in ways that may affect accuracy or availability over time.

Automated decision-making

Uva's AI features provide suggestions and insights but do not make decisions that have legal or similarly significant effects on you. You remain in full control of all cellar management decisions. EU and UK users may request a human review of any AI-generated output by contacting [email protected].

Third-party services & integrations

The Service incorporates or may link to third-party services including analytics and advertising platforms (such as Google Analytics, Google Ads, and Meta/Facebook Pixel), smart home integrations, and wine data providers. Use of these services is subject to their respective terms and privacy policies.

Uva does not control, endorse, or assume responsibility for the content, terms, or practices of any third-party service. Your use of third-party services accessed through Uva is at your own risk. A current list of providers that process personal data on Uva's behalf is maintained in our Privacy Policy at uvacellars.com/privacy.

Hardware & physical products

Hardware purchase

The Uva smart wine racking system ('Hardware') is sold separately from the software Service subscription. Purchase of the Hardware is subject to the terms of your purchase order and applicable product documentation. These Terms govern your use of the software and connected features that accompany the Hardware.

Warranty

Hardware warranty terms are provided at the time of purchase in your purchase documentation. Nothing in these Terms limits any statutory warranty rights you may have under applicable consumer protection law. For warranty questions, contact [email protected] with your proof of purchase.

Wine loss or damage

Uva does not guarantee that use of the Hardware will prevent wine loss or damage. Uva is not liable for loss of or damage to wine stored in or near the Hardware (including losses from malfunction or failure), losses arising from power outages or sensor inaccuracies, or consequential losses including loss of market value. We recommend that collectors with high-value cellars maintain appropriate specialist wine insurance independently of the Uva Service.

Software dependency

Certain Hardware features depend on the Uva app and associated software services. In the event of Service discontinuation, Uva will provide reasonable advance notice and best-effort guidance on retaining access to local cellar data.

Disclaimers & limitation of liability

'As-is' service

The Service is provided on an 'as is' and 'as available' basis. To the maximum extent permitted by applicable law, Uva makes no warranties — express or implied — regarding uninterrupted or error-free access, the accuracy or suitability of wine recommendations, or the performance of third-party services accessed through the Service.

Limitation of liability

To the maximum extent permitted by applicable law, Uva is not liable for indirect, incidental, special, or consequential damages (including lost profits, loss of data, or loss of wine), errors in AI-generated recommendations, or actions of third-party service providers. Uva's total aggregate liability for all claims arising under these Terms is capped at the total amount paid by you for the Service in the 12 months immediately preceding the event giving rise to the claim.

Mandatory exceptions

Nothing in this Section 10 limits or excludes Uva's liability for death or personal injury caused by Uva's negligence, fraud or fraudulent misrepresentation, any liability that cannot lawfully be excluded under applicable law, or product liability claims. If you are a consumer, the limitations in this section apply only to the extent permitted by the mandatory consumer protection laws of your jurisdiction. Nothing in these Terms affects your statutory rights.

Business (B2B) users

Business account administrators

If you use the Service on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms. As the account administrator, you are responsible for ensuring all staff members are informed of and agree to these Terms and our Privacy Policy before accessing the Service, managing sub-user access rights, and all activity that occurs under your business account.

Data processing

Where you provide Uva with personal information about your staff members, you act as the data controller and Uva acts as a data processor on your behalf. Processing of staff personal data is governed by our Privacy Policy and the data processing terms incorporated into these Terms.

B2B invoicing & payment

Business subscriptions are invoiced directly by Uva. Payment terms are set out in your commercial agreement or purchase order. Late payment may result in suspension of access to premium features. Invoices do not go through the Apple App Store.

B2B limitations of liability

Where Uva is providing the Service to a business (not a consumer), the limitations of liability in Section 10 apply in full and the consumer protection exceptions do not apply as between Uva and the business entity. Any dispute between Uva and a business customer is governed by Section 12 without the consumer carve-outs.

Dispute resolution & arbitration

Governing law

These Terms are governed by the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles. Nothing in this section affects your mandatory rights under the consumer protection laws of your jurisdiction.

Mandatory arbitration

Subject to the consumer exceptions below, any dispute arising out of or relating to these Terms or your use of the Service shall be resolved by binding arbitration administered in accordance with the Arbitration Act (Alberta), conducted in English in Edmonton, Alberta. By agreeing to these Terms, you waive the right to a jury trial and the right to participate in a class action or representative proceeding.

Consumer exceptions — mandatory carve-outs

The mandatory arbitration and class action waiver provisions do not apply to: Quebec consumers (who retain all rights under the Consumer Protection Act, including the right to bring claims before Quebec courts); EU consumers (who retain the right to bring claims before courts in their country of residence under EU consumer protection law); UK consumers (who retain access to UK courts under the Consumer Rights Act 2015); or any other jurisdiction where mandatory arbitration is prohibited by applicable consumer protection law.

Opt-out

You may opt out of the arbitration requirement by emailing [email protected] within 30 days of first accepting these Terms. Opting out does not affect any other provision.

Small claims

Either party may bring an individual claim in small claims court (or the equivalent in your jurisdiction) in lieu of arbitration, provided the claim qualifies.

Force majeure

Uva is not liable for any delay or failure to perform its obligations where such delay or failure results from events genuinely beyond Uva's reasonable control, including natural disasters, acts of government, war or civil unrest, interruption of internet infrastructure, or cyberattacks — provided that Uva has implemented and maintained commercially reasonable security measures. The cyberattack exception does not apply where a security incident results from Uva's failure to maintain appropriate security. Uva's obligations under applicable data protection law regarding breach notification are not affected by this section.

Privacy & data

Uva's collection, use, retention, and sharing of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference and available at uvacellars.com/privacy. By using the Service, you confirm that you have read and understood the Privacy Policy.

Open source software

The Uva iOS application incorporates open source software components licensed under the Apache License 2.0, MIT License, BSD 3-Clause License, and other permissive open source licences. Licence notices and copyright attributions are available within the app under Settings > Acknowledgements. The incorporation of open source components does not affect these Terms or your rights hereunder.

Changes to these terms

Uva may update these Terms from time to time. When we make material changes, we will notify paid subscribers by email or in-app notification with reasonable advance notice. For free users, notice will be provided via email or in-app notification, and continued use of the Service after the effective date constitutes acceptance. Non-material updates may take effect immediately upon posting. If you do not agree to updated Terms, you may close your account before the effective date.

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