Terms and Conditions

1.1 Binding Acceptance.

You accept and agree to be bound by these Terms by clicking “I Agree” (or an equivalent affirmative checkbox or button) during account registration, when completing a transaction or paid subscription purchase, or by otherwise affirmatively manifesting consent through the Service. If you do not agree to these Terms, you are not authorized to create an account, purchase a subscription, or access any credential-restricted features of the Service. Continued use of the Service following a material modification to these Terms in accordance with Section 13.2 also constitutes binding acceptance of the revised Terms. We maintain an auditable record (including IP address, timestamp, and version of the Terms accepted) of each user’s affirmative assent.

1.2 Capacity and Authority.

You represent and warrant that you are at least the age of legal majority in your jurisdiction (and in any event no younger than 18 years old), that you have full legal capacity to enter into a binding contract, and that, if you are using the Service on behalf of any entity, you have authority to bind that entity to these Terms.

1.3 Alcohol-Related Use; Legal Drinking Age.

The Service relates to the management, cataloging, and pairing of alcoholic beverages. You further represent and warrant that you are of legal drinking age in your jurisdiction and that your use of the Service complies with all applicable alcohol-related laws. The Service does not sell, ship, or distribute alcohol; it is an informational and inventory-management tool only.

1.4 Electronic Communications.

You consent to receive communications from us electronically, including transactional emails, in-product notifications, and (where you have opted in) marketing emails. Electronic communications satisfy any legal requirement that such communications be in writing.

2.1 Account Creation.

Certain features of the Service require you to create an account using Supabase-backed authentication. You agree to provide accurate, current, and complete information and to keep that information up to date. We may, at our reasonable discretion and subject to applicable law, refuse to create or maintain any account.

2.2 Credential Confidentiality.

You are solely responsible for safeguarding your login credentials, email-based magic links, password-reset tokens, OAuth grants, session cookies, and any device that has been authenticated to the Service. You agree never to share your credentials and to notify us immediately at the contact address listed in Section 18 of any suspected unauthorized access, account compromise, or breach of security.

2.3 Account Activity.

You are responsible for all activity that occurs under your account that is attributable to you or to your failure to maintain the confidentiality of your credentials, including data submitted, AI features invoked, consumption logs recorded, bottles added, and charges incurred. We are not liable for any loss or damage arising from your failure to comply with this Section, subject to Section 11.5 (Mandatory Statutory Carve-Outs).

2.4 Suspension and Termination by Us.

2.5 No Survivorship Rights.

Accounts are personal to you and are not transferable, inheritable, or saleable.

3.1 Nature of the Service.

Saignée is an inventory, drinking-window-tracking, recommendation, and pairing tool for personal wine collections. The Service may include, without limitation:

• A wine inventory and cellar dashboard;
• AI-assisted wine-label identification via photographic upload (the “Label Scan” feature), powered by third-party large-language-model providers, including OpenAI;
• AI-assisted food pairing and recipe-generation features;
• Drinking-window tracking, alerts, and consumption logs;
• Taste profiling derived from user activity signals;
• A waitlist, marketing email subscription via MailerLite, and tiered subscription plans (e.g., “Taster,” “Collector,” “Connoisseur,” monthly or annual).

3.2 AI Outputs Are Informational Only.

All output from AI features — including wine identifications, ratings, drinking windows, tasting notes, varietal classifications, food pairings, recipes, and any other generated content (collectively, “AI Output”) — is produced by probabilistic machine-learning systems and may be inaccurate, incomplete, outdated, misleading, biased, or wholly fabricated. AI Output is provided for general informational purposes only and is not professional advice of any kind, including without limitation oenological, medical, nutritional, allergen, dietary, financial, investment, valuation, legal, or safety advice. You must independently verify any AI Output, including ingredient lists and allergen information in any generated recipe, before relying on it. We expressly disclaim any duty of accuracy with respect to AI Output, subject only to non-waivable statutory protections under Section 11.5.

3.3 Allergen, Health, and Dietary Disclaimer.

Recipes and pairings generated by the Service may include ingredients or preparations that are unsafe for certain individuals, including those with food allergies, intolerances, medical conditions, pregnancy considerations, or alcohol sensitivities. The Service does not screen for allergens, contamination, cross-reactivity, or interactions with medications. You assume all risk associated with preparing, consuming, or serving any food or beverage suggested by the Service, except to the extent such assumption of risk is prohibited by Section 11.5. The Service supplements this contractual disclaimer with in-context, on-screen warnings adjacent to AI-generated recipe and pairing outputs; the existence of those in-context warnings does not narrow or modify the disclaimers in these Terms.

3.4 No Investment or Valuation Advice.

Any ratings, drinking windows, valuations, or market commentary surfaced by the Service are not investment, appraisal, or insurance advice and must not be relied upon for purchase, sale, insurance, or estate-planning decisions.

3.5 Usage Limits and Plan Caps.

The Service enforces per-plan usage limits (for example, monthly caps on label scans, pairings, recipe generations, and bottle counts). Features described as “unlimited” remain subject to reasonable fair-use safeguards designed to prevent automated or abusive consumption; these safeguards are set well above any realistic personal-collection usage and are not intended to restrict ordinary use. We may modify, reduce, increase, meter, throttle, or eliminate any usage limit, subject to the material-change notice mechanics in Section 13.2. Circumventing or attempting to circumvent any usage limit is a material breach of these Terms.

3.6 Beta, Preview, and Waitlist Features.

Portions of the Service may be offered on a beta, preview, or waitlist basis. Such features are offered “as is,” may be modified or withdrawn at any time, and may be subject to additional terms. Inclusion on a waitlist does not entitle you to access, pricing, or any specific feature.

4.1 Paid Plans.

Certain features require a paid subscription (e.g., “Collector,” “Connoisseur”). Pricing and feature availability are described on the Service’s pricing page and may change in accordance with Section 13.2. Quoted prices exclude taxes; you are responsible for all applicable taxes, duties, and levies.

4.2 Billing Cycles; Automatic Renewal.

Subscriptions renew automatically at the end of each billing cycle (monthly or annual, as selected) at the then-current rate, unless you cancel before the renewal date. You authorize us and our payment processors to charge your designated payment method on each renewal until you cancel. Where required by applicable law (including the California Automatic Renewal Law and similar U.S. state statutes), we will provide pre-renewal notices and clearly disclose cancellation mechanics at checkout.

4.3 Refund Policy and Statutory Consumer Rights.

4.4 Price Changes.

Price changes are governed by Section 13.2 (Material Amendments). We may apply price changes immediately to the extent required by law or to address abuse.

4.5 Failed Payments.

If a charge fails, we may suspend or downgrade your account, retry the charge, and/or pursue collection of unpaid amounts and reasonable collection costs.

4.6 Promotional Pricing and Waitlist Offers.

Any promotional pricing or waitlist-only rate is offered at our discretion, may be revoked prospectively, and is not a contractual entitlement, except where required by applicable consumer-protection law.

5.1 User Content.

“User Content” means all data, text, photographs (including wine-label and other images submitted to the Label Scan feature), tasting notes, ratings, meal descriptions, consumption logs, taste signals, rack-position metadata, marketing-consent records, and any other content you submit, upload, generate, or otherwise transmit to the Service.

5.2 Your Representations.

You represent and warrant that (a) you own or have all rights necessary to submit your User Content; (b) your User Content does not infringe, misappropriate, or violate any third-party right, including intellectual property, privacy, publicity, or contractual rights; (c) your User Content is not unlawful, defamatory, harassing, obscene, or otherwise objectionable; and (d) your User Content does not contain any sensitive personal data, payment card data, government-issued identifiers, health records, or content of minors.

5.3 License to Saignée and AI Model Governance.

5.4 Feedback.

Any suggestions, ideas, feature requests, bug reports, or other feedback you provide are non-confidential. You grant Saignée a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, distribute, and commercialize your feedback in any form for any purpose, without compensation or attribution. To the extent any moral rights in feedback are non-assignable under applicable law (including in civil-law jurisdictions recognizing droit moral), you irrevocably waive and agree not to assert such rights against Saignée and its successors and assigns to the maximum extent permitted by law.

5.5 Removal.

We may, but are not obligated to, review, monitor, refuse, edit, redact, or remove any User Content, subject to applicable law and to the statement-of-reasons mechanics in Section 2.4(c).

6.1 Our Property.

The Service, including all software, source code, object code, machine-learning prompts and prompt schemas, API designs, data models, API routes, user interface, user experience, design system, fonts, typography, color palettes, illustrations, photographs, copy, the “Saignée” name and any associated logos, marks, and trade dress, drinking-window algorithms, status-classification logic, plan-gating logic, and any related proprietary methods, workflows, and know-how (collectively, the “Saignée IP”), are and shall remain the exclusive property of Saignée and its licensors. All rights not expressly granted are reserved.

6.2 Limited License to You.

Subject to your continuing compliance with these Terms and payment of all applicable fees, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your own internal, personal, non-commercial use. No other rights are granted, expressly or by implication, estoppel, or otherwise.

6.3 Third-Party IP.

The Service incorporates and depends upon third-party software, services, and content (including, without limitation, Next.js, React, Prisma, Supabase, Vercel hosting and platform services, OpenAI, MailerLite, PostHog, and various open-source libraries). Such third-party components remain the property of their respective owners and may be subject to separate licenses, terms, and privacy policies, which apply to you in addition to these Terms.

6.4 DMCA / Copyright Complaints.

If you believe content on the Service infringes your copyright, send a notice meeting the requirements of 17 U.S.C. § 512(c)(3) to the contact address in Section 18. We may, in our discretion, remove allegedly infringing material and terminate the account of repeat infringers.

7.1 General.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You will not, and will not permit any third party to:

• reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, model weights, prompt designs, or underlying algorithms of any part of the Service, except to the extent such restriction is prohibited by applicable law;
• copy, modify, translate, adapt, port, or create derivative works of any part of the Service or Saignée IP;
• rent, lease, sell, sublicense, distribute, time-share, or otherwise commercially exploit the Service or provide it as a service bureau;
• crawl, scrape, harvest, index, mirror, frame, hot-link, or otherwise extract data from the Service, including via headless browsers, automated agents, or AI scrapers, without our prior express written consent;
• use bots, scripts, or other automated means to access the Service, create accounts, submit waitlist entries, or invoke AI features;
• probe, scan, stress-test, denial-of-service, or otherwise interfere with the Service or its infrastructure or evade any rate limit, plan cap, security feature, or usage counter;
• submit content that is unlawful, infringing, defamatory, harassing, hateful, harmful to minors, obscene, deceptive, or that contains malware or malicious code;
• impersonate any person or entity, or misrepresent your affiliation;
• collect, store, or process personal data of any other person through the Service except as expressly permitted;
• use the Service to develop a competing product or service, train or benchmark a competing AI model, or assemble a dataset for any of the foregoing;
• use the Label Scan, pairing, or recipe features for any unlawful purpose, including assisting the sale of alcohol to minors or violating any local alcohol regulation;
• circumvent any geographic, account, or feature restriction; or
• encourage or enable any third party to do any of the foregoing.

7.2 Enforcement.

We may investigate any suspected violation and take any action we deem appropriate and proportionate, including issuing warnings, removing content, throttling or revoking access, terminating your account (subject to the notice and statement-of-reasons mechanics in Section 2.4), charging you for excess use, reporting you to law-enforcement authorities, and pursuing civil remedies.

9.1 Privacy Policy.

Our collection and use of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge and agree to the practices described in the Privacy Policy. To the extent of any conflict between these Terms and the Privacy Policy regarding data practices, the Privacy Policy controls.

9.2 Sub-Processors and Cross-Border Transfers.

You acknowledge that operating the Service involves transfers of personal data to and processing by sub-processors located outside your country of residence, including (without limitation) Supabase, Vercel, OpenAI (in connection with the OpenAI API), MailerLite, and PostHog. For transfers of personal data from the EEA, UK, or Switzerland to the United States or other third countries, Saignée relies on the European Commission’s Standard Contractual Clauses (SCCs), the UK International Data Transfer Addendum, and/or the EU-U.S. Data Privacy Framework (DPF) (and the UK and Swiss extensions thereof), as applicable, together with a documented Transfer Impact Assessment where required.

9.3 Business and Enterprise Customers.

Business, enterprise, and prosumer customers may request a Data Processing Addendum (DPA) incorporating SCCs and sub-processor terms by contacting us at the address in Section 18.

9.4 Data Subject Rights.

You retain all data subject rights available to you under applicable privacy law (including access, rectification, erasure, restriction, portability, objection, and withdrawal of consent). Instructions for exercising these rights are set out in the Privacy Policy.

13.1 Service.

We may modify, suspend, discontinue, deprecate, remove, or impose limits on any feature, AI model, integration, plan, price, or portion of the Service, subject to (i) advance notice obligations set out in Section 13.2 where the change is material, and (ii) any non-waivable statutory consumer rights, including those preserved by Section 11.5. We will not be liable to you or any third party for any modification, suspension, or discontinuation made in compliance with this Section.

13.2 Amendments to These Terms.

14.3 Effect of Termination.

Upon termination, all licenses granted to you cease immediately, and (after the 30-day data export window described in Section 2.4(d), where applicable) we may delete your account and User Content. Sections 4 (with respect to accrued fees), 5.3–5.4, 6, 7, 9–13, 14.3, 15–18, and any provision that by its nature should survive, will survive termination.

15.1 Governing Law and Forum.

15.2 Dispute Resolution for U.S. and Commercial Users (Binding Arbitration).

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be settled by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or Commercial Arbitration Rules, as applicable). The place of arbitration shall be Minneapolis, Minnesota, or executed remotely via secure video-conferencing technology. The proceedings shall be conducted in the English language. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SAIGNÉE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

15.3 Equitable Relief.

Notwithstanding the foregoing, we may seek injunctive or other equitable relief in any court of competent jurisdiction to protect our intellectual property, confidential information, or security.

15.4 Time Limit.

For U.S. and commercial users only, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action arose; otherwise, the claim is permanently barred. For consumers resident outside the U.S., the limitations period prescribed by mandatory local law controls.

15.5 Small-Claims Carve-Out.

Either party may bring an individual action in small-claims court (or its equivalent) in lieu of arbitration if the claim qualifies under the rules of such court.

15.6 Collective Redress and Carve-Outs for International Consumers.

The class-action waiver, jury-trial waiver, and shortened limitations periods set forth in Section 15 shall apply to international consumer users only to the maximum extent permitted by the mandatory consumer-protection laws of your country of residence. If you are an individual consumer residing in the European Union, you may also seek dispute resolution via the European Commission’s Online Dispute Resolution (ODR) platform at ec.europa.eu/consumers/odr.

17.1 Entire Agreement.

These Terms, together with the Privacy Policy and any policies or supplemental terms referenced herein, constitute the entire agreement between you and Saignée concerning the Service and supersede all prior or contemporaneous agreements.

17.2 Severability.

If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

17.3 No Waiver.

Our failure to enforce any provision is not a waiver of our right to enforce it later.

17.4 Assignment.

You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets, provided that such assignment does not diminish your statutory consumer rights.

17.5 No Agency.

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship.

17.6 Force Majeure.

We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labor disputes, governmental action, internet or telecommunications failures, third-party-service outages, or failures of cloud, AI, or database providers. This Section does not relieve us of any obligation arising under mandatory consumer-protection law.

17.7 Headings.

Section headings are for convenience only and do not affect interpretation.

17.8 Construction.

The words “include,” “includes,” and “including” are deemed to be followed by “without limitation.” Ambiguities are not construed against the drafter.

17.9 Language.

These Terms are drafted in English; any translation is for convenience only, and the English version controls, except where the language of your local consumer-protection law requires otherwise.

17.10 Two-Tier Architecture.

Saignée may offer a separate Business / Enterprise Agreement (incorporating a Data Processing Addendum and Standard Contractual Clauses) for prosumer, commercial, and enterprise customers. Where you have executed such an agreement with Saignée, that agreement governs your use of the Service to the extent of any conflict with these Terms.