ASTOR REWARDS PROGRAM – TERMS & CONDITIONS

Effective Date: Mar 18, 2024

The following terms and conditions (“Astor Rewards Program Terms & Conditions”) govern participation in the loyalty program of ASTOR WINES & SPIRITS, INC. (“Astor”) known as Astor Rewards (“Astor Rewards Program” or the “Program”). Please read the Loyalty Terms & Conditions carefully. If you require clarification or further information, you may contact Customer Service at cs@astorwines.com, or (212) 674-7500.

By participating in the Program after the Effective Date, you agree to be subject to and comply with the following Loyalty Terms & Conditions at all times:

I. General

II. Program Participation

A. Eligibility

B. Membership

C. Termination or Discontinuance of Program or Membership

III. Accrual of Points

IV. Use of Points & Rewards

V. Astor Rewards Member Status & Perks

VI. Privacy Information

VII. Additional Conditions of Participation

VIII. Individual Arbitration of Disputes; Jury Trial Waiver

IX. Notices

I. GENERAL

A. The Program is offered and sponsored by ASTOR WINES & SPIRITS, INC., a New York corporation that owns and operates the store located at 399 Lafayette Street, New York, New York 10003-7001 (the “Store” or “Astor Store”).

B. Astor Rewards Program is offered at the sole discretion of Astor.

C. In its sole discretion, Astor may add, modify, delete, or otherwise change these Loyalty Terms & Conditions, and any of the rules, procedures, conditions, Points (defined below), Perks (defined below), or requirements pertaining to the Program, with or without notice and even though such changes may affect the value of Points already accumulated or how Points may be received, valued, or redeemed.

D. SUBJECT TO SECTION VIII (INDIVIDUAL ARBITRATION OF DISPUTES; JURY TRIAL WAIVER) below, applicants for enrollment, Members, and Astor agree to resolve any disputes over the Program in the Supreme Court of the State of New York, New York County (Manhattan) venue and IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY.

E. The Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state laws. Applicants for enrollment, Members and Astor agree to resolve any disputes over the Program in the Supreme Court of the State of New York, New York County (Manhattan) venue and IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY.

II. PROGRAM PARTICIPATION

A. Eligibility

1. Only persons who are (a) at least 21 years of age and (b) use the Program for personal (not commercial or business purposes) are eligible to enroll as a Member in the Program (“Eligible Person”).

2. An Eligible Person may enroll by opting into membership and providing his or her personal email address at the Astor Store at the checkout counter, at the Astor Store delivery desk, or by enrolling online at www.astorwines.com/rewards.

3. Eligible Persons may apply for and receive only one membership per person and per phone number and email address.

4. Enrollment is not effective until enrollment has been accepted and activated by Astor Wines and Spirits. If a Member is determined to be ineligible after enrollment, the membership will be terminated immediately and no compensation, Points (defined below), Perks (defined below), or other benefits will be paid or due or redeemable.

5. Eligibility in the Program is void where prohibited by law in any state, county, or local jurisdiction where the applicant or Astor is domiciled.

6. To the extent that any part of the Program is determined to be invalid under New York law, that part shall be void without impacting the validity of the other parts.

7. Current employees of Astor are not eligible to participate in the Program.

B. Membership

1. Program membership entitles Members to receive Astor Rewards Points (“Points”) (defined below), which shall serve as the basis for offers, discounts (including Astor Rewards (“Rewards”)), and other benefits, privileges, or opportunities identified from time to time by Astor that are made available to Members (collectively, “Perks.”)

2. Membership in the Program is voluntary and free. No purchase is necessary to become a Member.

3. Astor Rewards Program is for personal use by natural persons only. Commercial customers and others purchasing items for resale are not eligible for membership. Any Member’s account deemed to be used for resale purposes may be revoked at Astor’s sole discretion. In the event of a Member’s death, the Member’s account will be closed and all Points, Perks, and other benefits forfeited.

4. Each Member may only have one membership per person and per phone number and email address.

5. Members may not transfer Points or Perks between Astor Rewards Program accounts and cannot combine Points or Perks from accounts for redemption, Membership Status, or any other purpose.

6. In the event of a dispute over ownership of the Astor Rewards Program account, the account will belong to the authorized account holder of the email address submitted at the time of enrollment. For purposes of these Loyalty Terms & Conditions, the “authorized account holder” for the email address is the natural person who is over the age of 21 and is assigned to the submitted email address by an internet provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.

7. A Member may visit www.astorwines.com/rewards to create an online profile so the Member can manage the Member’s Astor Rewards Program account and access online benefits of the Program. Where a Member creates an online account, the Member is responsible for creating private account access information for the Member’s account and for maintaining the security of that information. If the security of the Member’s online account is breached, Astor shall not be liable for any unauthorized access to the account, accumulation or redemption of Points or Perks, or other account activity that occurs as a result of the unauthorized access or use, and in no event shall Astor be responsible for reimbursing Member for any Points or Perks used by unauthorized persons or other damages or losses claimed to occur as a result of that unauthorized access.

8. If a Member becomes aware of any fraudulent activity, including unauthorized use of a Member account or benefits, Member must report the fraudulent activity to Astor Wines & Spirits management at cs@astorwines.com as soon as possible.

9. Members who do not make any eligible purchases or do not associate their Astor Rewards Program accounts with any eligible purchase for 12 months will have their points cancelled.

10. By joining in the Program, Members agree to receive mail, email, and phone communications including, but not limited to, information about Member’s account and the Astor Rewards Program. If a Member no longer wishes to receive communications via email or direct mail, please unsubscribe by clicking “unsubscribe” at the bottom of any email; email Customer Service at cs@astorwines.com; or call Customer Service at (212) 674-7500.

11. Astor may, but is not required to, send correspondence to active Members to remind them of the Loyalty Terms & Conditions, available Perks, or the expiration of Points or Perks. Astor shall not be liable for any failure to do so, or for any incorrect, inaccurate, or failed communication with a Member, whatever the cause.

12. Member is responsible for maintaining Member’s current contact information and updating Member’s account profile through the online platform or by Customer Service.

13. For information about an individual account or any other Program related questions, contact cs@astorwines.com or call Customer Service Care at (212) 674-7500, seven days of the week, during business hours. Please include the Member’s name, Astor Rewards Member number, daytime telephone number and/or email address.

C. Termination or Discontinuance of Program or Membership

1. A Member may cancel his or her Membership at any time by contacting Customer Service at cs@astorwines.com or call Customer Service Care at (212) 674-7500 seven days of the week, during business hours.

2. The Program has no predetermined termination date and may continue until Astor decides to terminate the Program, which may occur at any time, for any reason, and with or without notice to a Member. In the event of such termination, Member will be notified 30 days prior to the Program’s termination date and allowed to redeem Points or Perks up to the date of termination.

3. Astor reserves the right to discontinue membership for any Member who:

a. uses the Program in any manner inconsistent with the Terms and Conditions;

b. violates or acts in any manner that is inconsistent with federal, state or local laws;

c. engages in any form of fraud, theft, misconduct, or dishonesty in connection with the Member’s account, any other Member’s account, or accumulation of Points or Perks;

d. is abusive, disruptive, inappropriate, or displays hostile conduct toward any employee, representative or customer of the Astor Store or any other business owned and operated by Astor; or

e. fails to pay for any purchase at the Astor Store, or other business owned or operated by Astor.

Discontinued membership will result in the cancellation of all accumulated Points, and the cancellation of Member Status received and/or any Perks

III. ACCRUAL OF POINTS

A. Only purchases made in the Astor Store are eligible to receive Points under the Program. Stated differently, a Member will only earn Points for qualified purchases conducted within (either online or in person) at the Astor Store located at 399 Lafayette Street, New York, New York 10003-7001. Similarly, and as explained in greater detail below, Points, Coupons, Certificates, or other rewards earned from purchases made at the Astor Store may only be redeemed at the Astor Store.

B. Accrued Points and Perks are not property of the Member. Points and Perks are not transferable by Members for any reason or by operation of law.

C. Points and Perks received by a Member may not be sold, auctioned, bartered, brokered, purchased, or otherwise transferred. If Astor determines, in its sole discretion, that any Points or Perks have been obtained in that manner, the Points and Perks will be deemed to have been fraudulently obtained and, therefore, immediately void. The Membership of any Member attempting to cause any such sale, auction, barter, brokerage, purchase, or transfer may be terminated.

D. To receive Points, a Member must make a qualified purchase in person at the Astor or online (for shipping, delivery, or in-store pickup) from the Astor Store and meet all of the conditions described herein.

E. Points are calculated on a per-item basis.

F. Points are calculated by rounding down to the nearest dollar.

G. All Point values are awarded based on the pre-tax value of the items purchased, including both the dollars and cents spent and after any discounts have been applied. All Point values are rounded up to the nearest whole number.

H. A Member will receive 1 Point for each one (1) dollar spent on all eligible items that are part of a qualified purchased made in-store or online (for shipping, delivery, or in-store pickup, as applicable) at the Astor Store (“Base Points”), provided that the Member supplies his or her membership email address to the Astor employee or logs into his or her Astor Rewards Member account before the payment for the eligible charges is tendered. Any eligible rewards Points will appear in Member’s Rewards account once the applicable transaction is determined complete by Astor.

I. From time to time, Astor may offer Members promotional “Bonus Point Promotions” that result in an award of extra Points (“Bonus Points”). Such Bonus Point Promotions are subject to any other terms set forth in the corresponding promotional offer.

J. If a Member fails to associate his or her Astor Rewards Membership number with eligible purchases before the time that payment is tendered, no Points will be received on the purchase.

K. Points will not be received on the purchase of gift cards purchased from Astor or its website. However, when a gift card is used to pay for eligible purchases, Points will be received. For transactions where the total value of eligible purchases exceeds the remaining balance of the gift card, Members can receive a pro-rated amount of Points based on the amount of non-gift card tender (e.g., cash, credit card, or check) paid for eligible purchases. Please refer to Astor Wines & Spirits Gift Card Policy for additional information about the gift cards.

L. No Points will be received for:

1. taxes;

2. purchase of digital or physical gift cards

3. an item ordered or reserved but not paid for

M. All receipts should be retained by the Member until the Point credit has appeared on his or her Astor Rewards account statement. If a Member believes the correct number of Points for eligible charges was not received, the Member must submit a written request for a Points adjustment to Customer Service, together with a legible copy of the Member’s receipt, and Member’s name, account number, mailing address, email address, and daytime telephone number. The information should be sent to cs@astorwines.com or by telephone to a customer service specialist at (201) 424-7377. Failure to supply the adequate and unaltered documentation may result in denial of such Point credit. Requests must be received by Customer Service within six (6) months from the date the eligible charges were incurred to receive consideration.

N. If a Member returns a purchase made with the Member’s Astor Rewards account, Astor will deduct the Points that the Member was awarded for that purchase, potentially resulting in a negative Point balance on the Member account.

IV. USE OF POINTS & REWARDS

A. Points have no cash value.

B. Offers generally are issued in the form of Astor Rewards that may be redeemed only at the Astor Store. The amounts and frequency of offers are determined at the sole discretion of Astor and can be changed at any time.

C. Astor Rewards received under the Program and issued through Certificates or Coupons:

1. Are valid only at the Astor Store;

2. Are valid one-time only;

3. Are valid for one year from the last date of purchase.

4. May be combined with other discounts or promotional offers/retail Certificates or Coupons, unless otherwise specified in writing by Astor;

5. Cannot be retroactively applied to previous purchases;

6. Have no cash or monetary value;

7. Are not redeemable for cash, and no change will be provided where the Astor Rewards Certificate or Coupon exceeds the value of the purchase;

8. Cannot be used on the purchase of gift cards, events, classes, tastings, bottle deposits.

9. Will not be replaced, reissued, or credited if lost, stolen, or otherwise destroyed;

10. Are void where copied, fraudulently obtained or transferred, derived from Points fraudulently obtained or transferred, prohibited, or restricted by law;

11. Are not exchangeable; and

12. Are subject to the redemption terms and procedures specified on the Astor Rewards itself.

1. PERKS AVAILABLE TO ALL MEMBERS

a. Rewards. Select, Reserve, and Grand Reserve Members are eligible to receive $5 Astor Rewards for each 500 Points received on eligible purchases.

Rewards will only be awarded based on purchases made at the Astor Store or through the Astor website www.astorwines.com.

b. Record of Past Purchases: Astor will track every purchase, starting from the time the Member signs up, and will record Member’s past product purchases for review in the Member’s online account. To be eligible for this benefit customers must log into (or create) an Astor Rewards account on www.astorwines.com.

VI. PRIVACY INFORMATION

A. IF YOU DO NOT AGREE TO THE TERMS SET FORTH IN THIS SECTION VI, YOU SHOULD NOT JOIN THE PROGRAM.

B. Astor Wines & Spirits does not sell, rent, or give away your personal information to anyone. We only release shipping information to the third party shipping company (such as UPS), and we only release credit card information to the actual credit card company for approval and authorization. Additionally, we may release account information when we believe, in good faith, that such release is reasonably necessary to a) comply with the law, b) enforce or apply the terms of any of our user agreements, or c) protect the rights, property, or safety of Astor Wines & Spirits and our customers, or others. Our full Privacy Policy can be viewed at https://www.astorwines.com/PrivacyPolicy.aspx.

C. As a Member, you authorize us to send you periodic communications by email or phone. You may discontinue receiving communications from us by logging onto your account online and managing your subscriptions, or by contacting us at cs@astorwines.com or call Customer Service at (201) 424-7377 seven days of the week during regular business hours.

D. We may modify these Loyalty Terms & Conditions at any time and from time to time by posting the revised Loyalty Terms & Conditions on our website. We may also modify the Privacy Policy at any time and from time to time as described in the Privacy Policy. Your continued participation in the Program following the posting of any such changes to these Loyalty Terms & Conditions, or to the Privacy Policy, indicates your acceptance of the changes.

VII. ADDITIONAL CONDITIONS OF PARTICIPATION

A. Astor reserves the right to interpret and apply the policies and procedures communicated in these Loyalty Terms & Conditions. All determinations by Astor shall be final and conclusive in each case.

B. Astor, and any parent, subsidiaries, or affiliated entities, and each of their respective officers, directors, employees, and agents (the “Released Parties”), make no warranty, express or implied, including, but not limited to, any warranties of merchantability or fitness for a particular purpose with respect to the Program, membership in the Program, or any products or services related to the Program. BY PARTICIPATING IN THE PROGRAM, EACH MEMBER HEREBY RELEASES THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, OR OTHER EXPENSES RELATING TO THAT MEMBER’S PARTICIPATION IN THE PROGRAM, USE OF ASTOR REWARDS, OR AGREEMENT TO THESE LOYALTY TERMS & CONDITIONS. THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, LIABILITIES, OR OTHER EXPENSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY MEMBER’S PARTICIPATION OR MEMBERSHIP IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO DAMAGES, LOSSES, LIABILITIES, OR OTHER EXPENSES ARISING OUT OF CHANGES TO OR TERMINATION OF THE PROGRAM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES, LOSSES, LIABILITIES, OR OTHER EXPENSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME ,OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR CLAIMS OF THIRD PARTIES. TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS ON THE RELEASED PARTIES’ LIABILITY SET FORTH HEREIN SHALL APPLY WHETHER FOR BREACH OR REPUDIATION OF CONTRACT OR WHETHER IN TORT, CIVIL LIABILITY BY WAY OF NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BY AGREEING TO THESE LOYALTY TERMS & CONDITIONS, MEMBER WILLINGLY AGREES THAT HE OR SHE HAVE RELINQUISHED THEIR RIGHT TO SEEK THESE DAMAGES FROM THE RELEASED PARTIES AND THAT THIS IS A REASONABLE ALLOCATION OF RISK.

C. Astor can delay enforcing its rights under these Loyalty Terms & Conditions without losing them. In addition, Astor’s failure to exercise its rights on any one occasion, or even on more than one occasion, does not constitute a waiver of Astor’s rights for any future occasion. All waivers must be in writing.

VIII. INDIVIDUAL ARBITRATION OF DISPUTES; JURY TRIAL WAIVER

A. THIS SECTION LIMITS CERTAIN RIGHTS THAT ANY MEMBER AND ASTOR MIGHT HAVE, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY (EXCEPT AS PROVIDED IN AAA RULES REFERENCED BELOW), AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT MEMBER AND ASTOR WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

B. Member and Astor agree that they will resolve any disputes regarding the Program through binding and final arbitration instead of through court proceedings to be conducted in the Borough of Manhattan, New York County, New York at a location selected by Astor, by a single arbitrator. All controversies, claims, counterclaims, or other disputes arising between Member and Astor relating to the Program or these Loyalty Terms & Conditions (each a “Claim”) shall be submitted for binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of the agreement to arbitrate in this Section shall be initiated through the American Arbitration Association (“AAA”). The arbitration shall be administered by AAA pursuant to its Consumer Arbitration Rules. If the arbitration results in an award, then judgment on the award may be entered in the Supreme Court of the State of New York, New York County (Manhattan) venue. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from the Supreme Court of the State of New York, New York County (Manhattan) venue. Member and Astor agree to pay their own fees, costs, and expenses, including those for any attorneys, experts, and witnesses and, if permitted by New York law and notwithstanding the provisions of the AAA Consumer Arbitration Rules, Member and Astor agree to each pay one-half of all AAA administrative fees, all filing fees, and all other fees and costs charged by AAA, all conference room fees, all court reporting costs, and the arbitrator’s expenses and compensation.. Member agrees that any claim for or award of attorneys’ fees, including such claim or award under any federal or state law, IS WAIVED. An arbitrator may award on an individual basis any relief.

C. Member and Astor retain the right to apply to the Supreme Court of the State of New York, New York County (Manhattan) venue for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Loyalty Terms & Conditions, nor a waiver of the right to have disputes submitted to arbitration as provided herein.

D. NEITHER MEMBER NOR ASTOR MAY ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS. The arbitrator can decide only the Member and the Astor’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

E. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Loyalty Terms & Conditions.

F. This Arbitration Provision shall survive termination of the Program or Member’s Program account.

G. If either party does not want to be bound to this Arbitration Agreement, such party must opt out of it within 30 days of it first becoming applicable to it (i.e., within 30 days of the party first agreeing to a version of these Loyalty Terms & Conditions containing the Arbitration Agreement). To opt out of this Arbitration Agreement, you must send a letter or postcard to the address specified under Section IX, Notices, to the attention of the “Legal Department” and state that you do not want to be bound by this Arbitration Provision.

H. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court (including but not limited to in the event you opt out of arbitration pursuant to subparagraph G), the parties hereby agree to submit to the personal jurisdiction of the Supreme Court of the State of New York, New York County (Manhattan) venue, for such purpose and IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY.

IX. NOTICES

You may contact us by email at: cs@astorwines.com or by phone at (212) 674-7500.