BREWERY SERVICES AGREEMENT
You agree that by clicking “Join Now”, “List Brewery”, “Sign Up” or similar, registering, accessing or using our services (described below), you are agreeing to enter into a legally binding contract with Craft Connect, LLC dba Craft Connect (“Craft Connect”, “we”, “us”, or “our”) even if you are using our Services on behalf of a company. If you do not agree to this contract (“Contract” or “User Agreement”), do not click “Join Now” (or similar) and do not access or otherwise use any of our Services.
This Agreement sets out the legally binding terms of your use of the Services and/or the Applications. User acknowledges that it has been given the right and advised by Craft Connect to seek independent legal advice. By providing your express consent via (i) click-wrap consent, e-signature, and/or any other execution below, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
By entering into this Agreement, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
1. Business Overview.
1.1 Business Model. Craft Connect is an on-line platform that connects Breweries and Brewers. A Brewery may market and advertise its available brewery manufacturing capacity through the Services by posting certain information about a Brewery (a “Brewery Listing”). Brewers may review Brewery Listings via the Services and submit a brewing request for a particular Brewery or for a brewing requirement generally by using the Services’ online reservation tools (a “Brewing Request”). When a Brewing Request is selected by a Brewery for fulfillment and Brewer making the Brewing Request pays the applicable connect fee as outlined under Exhibit A (the “Connect Fee”), a reservation is created (a “Reservation”) and the Brewery and Brewer are ready to begin their collaboration.
At all times, User, whether a Brewery or Brewer, is exclusively responsible for all production, distribution, sales, and applicable federal, state, and local laws governing the sale, of alcohol.
CRAFT CONNECT IS NOT A PRODUCER, DISTRIBUTOR, OR RETAILER OF ALCOHOL. CRAFT CONNECT DOES NOT PRODUCE, MANUFACTURE, SELL, DISTRIBUTE, OR DELIVER OR OFFER TO PRODUCE, MANUFACTURE, SELL, DISTRIBUTE, OR DELIVER ANY ALCOHOLIC BEVERAGE. AS SET FORTH MORE FULLY HEREIN, CRAFT CONNECT IS MERELY A PLATFORM TO CONNECT BREWERIES AND BREWERS.
1.2 Brewery Listing. If you are using the Services as Brewery, you may make a request for a Brewery Listing (“Brewery Listing Request”). To make a Brewery Listing Request, a Brewery submits information related to the facility including, without limitation, information about brewing capacity, manufacturing and packaging capabilities, and costs. If you are making a Brewery Listing Request, you represent and warrant that you are a lawfully licensed and permitted manufacturing facility in compliance with all federal, state, and local laws and acknowledge that any Brewery Listing is conditioned upon the same. Following the submission of a Brewery Listing Request and payment of the brewery listing fee, as outlined under Exhibit A (the “Brewery Listing Fee”), a Craft Connect representative will contact you to verify information and visit the brewery facility to complete the Brewery Listing for posting to the Craft Connect Website.
1.3 Brewing Request. If you are using the Services as a Brewer seeking a Brewery to manufacturer product, you may make a Brewing Request. To make a Brewing Request, a Brewer submits information related to a Brewer Request to the Services including, without limitation, manufacturing specifications and requirements, recipe information, brewing amounts, packaging requirements, and delivery deadlines. If you are making a Brewing Request, you represent and warrant that you are lawfully licensed, permitted, and in compliance with all federal, state, and local laws to manufacture and/or sell alcoholic beverages and acknowledge that any Brewery Request is conditioned upon the same. The minimum brewing amount for a Brewing Request is 20 barrels.
1.4 Fees; Escrow Agreement. Fees are accepted by Craft Connect from the User as payment offering the Services; Craft Connect’s Services for User shall be consideration in full under this Agreement. The Fees are outlined under Exhibit A to this Agreement and are subject to change at Craft Connect’s sole discretion and Craft Connect agrees to notify User in writing within thirty (30) business days of any changes to Fees.
If you are using the Services as a Brewery, you will pay the Brewery Listing Fee to Craft Connect before a Brewery Listing is posted to the Services. The Brewery Listing Fee is a non-refundable fee based upon the posting of a Brewery Listing to the Services. The Brewery Listing Fee is not conditioned on or related to the completion or execution of any Reservation related to or concerning the Brewery Listing and is unrelated to the manufacture or sale of any alcoholic beverage.
If you are using the Services as a Brewer, you will pay the Connect Fee to Craft Connect before a Reservation is made. The Connect Fee is a non-refundable fee based upon the introduction of User to a Brewery. The Connect Fee is not conditioned on or related to the completion or execution of any Reservation and is unrelated to the manufacture or sale of any alcoholic beverage.
In connection with but prior to a Reservation being made, Craft Connect and each applicable Brewer and Brewery with respect to such Reservation will enter into and deliver to each other an Escrow Agreement in the form attached to this Agreement as Exhibit B or such other form required by Craft Connect from time to time (the “Escrow Agreement”). The Escrow Agreement will among other things provide that Brewer will pay to Craft Connect (which will serve as escrow agent) to hold in escrow the total amount of consideration to be paid by such Brewer to such Brewery for producing product for Brewer in connection with such Reservation, plus the total applicable Connect Fee payable by Brewer to Craft Connect in connection with same. Such Escrow Agreement will also provide the terms and conditions on which Craft Connect (as escrow agent) will disburse such escrowed funds (other than the Connect Fee) to such Brewery as it makes and delivers product to such Brewer in connection with such Reservation and the applicable Connect Fee to Craft Connect.
2. Rights and Obligations of the Parties.
2.1 Craft Connect Service Specifications and Obligations. Craft Connect shall be responsible for posting and maintaining Brewery Listings and Brewing Requests on the Craft Connect Website and/or any other Craft Connect Application and completing and matching Reservations between Breweries and Brewers. Craft Connect may, in its discretion, provide additional services as established in subsequent agreements with the User.
2.3 License. User grants to Craft Connect a non-exclusive worldwide license and right to use, reproduce, license, display, distribute and transmit the User’s name, logo and any trademarks (“User Marks”) and any photographs, graphics, artwork, text and other content provided or specified by User including, without limitation, information submitted in a Brewery Listing or Brewing Request, photographs of the brewery facility, promotional materials, and social media channels such as, but not limited to, Facebook page, Twitter feed, and Instagram account (“Content”) in connection with the Services. User hereby expressly agrees that all Content posted is true, accurate, correct and current. Any change to Content submitted by User in connection with a Brewery Listing or Brewery Request shall be reported to Craft Connect within 30 days.
3. Term and Termination. The initial term of the Agreement is one-year from the “Effective Date” and will automatically renew at the end of each term for a period of one-year. User may terminate this Agreement by giving the Craft Connect thirty (30) days’ written notice of such termination. Such written notice shall be sent to the relevant party’s email as provided to the other party at the bottom of this Agreement. Craft Connect, at its sole discretion, may terminate the Agreement at the User’s request prior to the 30-day notice period. Craft Connect may terminate this Agreement and end all related Services immediately upon written notice to User. The expiration of the Term or termination of this Agreement shall not affect any existing Reservation or any other provisions of this Agreement which are intended to survive such expiration or termination, including, without limitation, Section 2.2 and payment Fees described therein after the Term.
4. User Representations and Warranties, and Indemnification.
4.1 User represents and warrants throughout the Term that: (a) User has the right, power and authority to enter into this Agreement; (b) User owns all right, title and interest in the User Marks and Content and has the right to grant the licenses in the Content stated in this Agreement; (c) the Content does not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party or any laws.
4.2 User agrees to defend, indemnify and hold Craft Connect, its affiliated and related entities, and any of their respective owners, officers, directors, managers, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by User of this Agreement or the representations and warranties stated in Section 4.1; (b) any claim arising out of a violation of law and/or regulation governing the use, sale, and/or distribution of alcohol; or (c) any claim arising out of or relating to the products and services provided by User, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages, and including any claim brought by a third party.
5. Confidentiality and Intellectual Property Rights.
5.1 The terms of this Agreement are confidential, and User agrees not to disclose the terms described herein to any party (other than its employees, parent companies, and shareholders on a need-to-know basis only after each has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such individuals). The terms contained herein are confidential between Craft Connect and User and not known to the general public outside of this Agreement, thus any breach of this confidentiality provision by User shall be considered a material breach of this Agreement and will result in irreparable and continuing damage to Craft Connect for which there will be no adequate remedy at law; and in the event of such breach, Craft Connect will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
5.2 User agrees and acknowledges that Craft Connect owns all right, title, and interest in the Craft Connect Website and Application, Craft Connect trademarks, and any software, technology or tools used by Craft Connect to promote, market, sell, generate, or distribute the Services (collectively the “Craft Connect IP”). User shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Craft Connect IP or any portion thereof, or use such Craft Connect IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. User shall not prepare any derivative work based on the Craft Connect IP. User shall not translate, reverse engineer, decompile or disassemble the Craft Connect IP. User agrees not to promote Craft Connect to outside parties without Craft Connect’s prior written permission.
6. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL CRAFT CONNECT BE LIABLE OR OBLIGATED TO USER OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE, CRAFT CONNECT’S SOLE AND COMPLETE LIABILITY TO USER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY MISTAKES OR MALFUNCTIONING OF THE CRAFT CONNECT WEBSITE OR APPLICATION SHALL BE LIMITED TO THE VALUE OF THE CRAFT CONNECT SERVICES TO USER FOR NO MORE THAN THE SIXTY (60) DAYS PRIOR TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.
Craft Connect explicitly disclaims liability for any damages resulting from a User’s use of Brewery or Brewer’s establishment, including without limitation physical injury or death and including without limitation any damages resulting from User serving alcohol, food, or the like. User is wholly responsible for ensuring that it operates in a lawful and safe manner. 7. Miscellaneous.
7.1 The parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other party in any way.
7.2 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
7.3 User may not assign or transfer its rights or obligations under this Agreement, whether by operation of law or otherwise, without Craft Connect’s prior written consent.
7.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF USERABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CRAFT CONNECT DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED.
7.5 This Agreement shall be governed by the laws of the State of Georgia, without giving effect to any principles that may provide for the application of the laws of another jurisdiction. Any disputes, controversies, or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity or termination, shall be referred to and finally determined by arbitration in Fulton County, Georgia before a single arbitrator chosen by Craft Connect who is a member of the American Arbitration Association, from which arbitration there shall be no appeal. Such arbitration shall be held in Fulton County, Georgia, in accordance with the Commercial Rules of the American Arbitration Association, with the governing law to be that of the State of Georgia and the laws of the United States applicable therein. The award rendered by the arbitrator shall be final and binding on all parties, and judgment upon the reward rendered by the arbitrator may be entered in any court of competent jurisdiction. Any arbitration or trial by a judge of any claim will take place on an individual basis without resort to any form of class or representative action.
7.6. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent by the parties set forth therein.
Craft Connect reserves all rights not expressly granted in this Agreement.