Terms of Sale - Brewery Clients
Unless otherwise indicated, the following terms and conditions of sale will apply only to sales orders that are initiated and completed through BeerNav.com. BeerNav, LLC (“BeerNav”) reserves the right to vary such terms and conditions of sale at its sole discretion.
This Agreement commences on the Service Start Date and continues until it is terminated in accordance with this Agreement.
The term for each Service commences on the Service Start Date and continues for the Initial Period, unless terminated or renewed in accordance with this Agreement (“Service Term”).
After the Initial Period, the Service Term for each Service will automatically renew for an additional Service Term based on the existing terms, unless either party notifies the other (at least 60 days before any automatic renewal) that it does not wish the Initial Period to extend automatically.
To terminate the Service, Client must submit a termination notice to firstname.lastname@example.org. Such termination shall be deemed received on the first Business Day after it is confirmed delivered to the email aforementioned.
BEERNAV’S COMMITMENT TO CLIENT
- provide the Service(s) with reasonable care and skill;
- ensure that all work BeerNav performs in connection with the Service is carried out by competent and suitably qualified personnel, suppliers, and 3rd party vendors;
- meet with Client periodically to discuss the Service and BeerNav’s performance under this Agreement.
CLIENT’S COMMITMENT TO BEERNAV
- provide the following promotional offers for use in the BeerNav guidebook that can be used and redeemed by BeerNav’s guidebook holding customers:
- Three, once time use on-site product promotional offerings;
- One, one time use merchandise promotional offering;
- Three, one time use to-go, takeaway product promotional offerings
Note on Section 2. above: The intent is that each promotional offer in the same category (a) on-site product, (b) merchandise, and (c) to-go product, as described, can be used by BeerNav’s guidebook holding customers on separate visits to your establishment. It is up to your discretion to follow this recommendation or allow for multiple redemptions within the same category on the same visit to your establishment.
3. In good faith, uphold, honor, or allow BeerNav’s guidebook holding customers to use and redeem the aforementioned promotional offerings, so long as they are twenty-one (21) years of age, and their guidebook remains valid [including, but not limited to Client providing notice to terminate the Agreement, or terminating the Agreement; which in some cases may extend beyond Client’s requested or actual Service termination date]. Each guidebook is marked with a valid from, and valid through date for reference.
Note on Section 3. above: There may be instances in which Client terminates the Service in accordance with Section 2, but in good faith continue to uphold, honor, and allow BeerNav’s guidebook holding customers to use and redeem the promotional offerings beyond the Service termination date [only if the guidebook presented to You remains valid and the customer is 21 years of age or older]. Additionally, if a BeerNav guidebook customer attempts to redeem a promotional offering, but the guidebook is expired based on the valid from and valid to dates marked inside, You have the right to refuse the redemption at your discretion.
Client also grants to BeerNav, LLC the royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, and sub-licensable right and license to use, copy, reproduce, publish, translate, create derivative works from, distribute, perform, and display any information, data, images, and/or intellectual property the Client furnishes BeerNav for use in its business and/or to incorporate them in other works in any form, media, or technology now known or later developed for any editorial, commercial, non-commercial, promotional, or other purpose during the Term of this Agreement (“Client Provided Content”).
Client acknowledges that BeerNav is relying upon Client to ensure that all Client Provided Content is accurate and complete, and Client agrees to notify BeerNav and revise and resubmit Client Provided Content promptly upon discovery that it is inaccurate or incomplete. (i) BeerNav agrees that it will not make modifications or alterations to Client Provided Content without Vendor’s prior written approval. (ii) Except for the limited license granted to BeerNav herein, Client retains all right, title, and interest to Client Provided Content.
ACCEPTANCE OF ORDER
You have the option to cancel your order at any time up to seven (7) calendar days after placing your order by emailing us at email@example.com. We will accept an order cancellation and issue a refund of your purchase price provided such order cancellation is made within seven (7) calendar days of your original order placement date. After the Order Cancellation Period, we will provide no refunds for products or services purchased from us. Refunds are processed within approximately three (3) business days of our receipt and confirmation of your email notifying us of your order cancellation. Any refund due will be credited back to the same payment method used to make the original purchase on the Website.
Note: Depending on your bank or financial institution, it may take up to Seven (7) additional days for your card to be credited.
All prices posted on this Website are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling (unless otherwise specified). All such taxes and charges will be added to your purchase total and will be itemized in your shopping cart, and in your order confirmation email. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We generally accept major credit and debit cards for all purchases. A listing of specific cards and payment methods that we accept are set forth in the payment section of the checkout page of the Website, but they are subject to change without notice. You represent and warrant that (i) you agree to pay for all products or services ordered through the BeerNav website or via the BeerNav sales team using the payment method indicated and provide BeerNav express authorization to charge said fees to the Client’s payment provider at time of purchase or renewal (ii) the payment information you supply to us is true, correct and complete, (iii) you are duly authorized to use such payment method for the purchase, (iv) charges incurred by you will be honored by your bank, credit card, or payment service company, and (v) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. Fees owed depend on the specific type and quantity of BeerNav products, services, information, or deliverables (collectively “Deliverables”) ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. If payment is not current, BeerNav may immediately cease to provide any and all Deliverables to the Client.
Prices shown do not include sales or other taxes imposed on the Deliverables. BeerNav is required to collect sales tax on purchases in select states. Taxes now or hereafter imposed upon sales or shipments will be added to the purchase price. Client shall pay such taxes or fees assessed by the responsible tax jurisdiction directly, and immediately upon order submission to BeerNav.
The Client must notify BeerNav about any billing problems or discrepancies within 30 days after charges first appear on their Account Statement. If it is not brought to BeerNav’s attention within 30 days, Client agrees to waive their right to dispute such problems or discrepancies. Notwithstanding anything set forth herein to the contrary, any disputes about any charges to you under this Agreement must be submitted to us in writing to firstname.lastname@example.org within 30 days of the date such charges are incurred. You agree to waive all disputes not brought within the 30 day period, and all such charges will be final and not subject to challenge.
RELIANCE ON WEBSITE INFORMATION
- Any data, results, or claims presented on or through the Website are believed to be accurate. We may update the Content on the Website from time to time, but its content is not necessarily always complete or up-to-date. Any Content on the Website may be out of date at any given time, and we are under no obligation to update such Content.
- Product or Service information content, or any other Materials and Content presented on or through the Website is made available solely for general information purposes. strictly at your own risk. BEERNAV DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION, MATERIALS AND CONTENT BY CLIENT, PURCHASER, USER OR ANY OTHER VISITOR TO THE WEBSITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.
DISCLAIMER OF WARRANTY
UNLESS EXPRESSLY STATED OTHERWISE IN WRITING, ALL PRODUCTS AND SERVICES LISTED OR OFFERED FOR SALE VIA THE WEBSITE ARE SOLD “AS IS” AND “AS AVAILABLE”. WE HEREBY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING ANY WARRANTIES OF: (A) MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; (C) TITLE; (D) NON-INFRINGEMENT; OR (E) PERFORMANCE OF GOODS TO ANY STANDARDS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
LIMITATION ON LIABILITY AND INDEMNIFICATION
IN NO EVENT SHALL BEERNAV BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, USER SUBMITTED REVIEWS, RELIANCE BY THE CLIENT ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF BEERNAV SERVICES, LISTING FUNCTIONALITY OR CLIENT’S FAILURE TO KEEP CLIENTS’S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT. Client’s exclusive remedy, and BeerNav’s entire liability under this Agreement shall be a refund to Client of the fees paid to BeerNav hereunder, and in no event will BeerNav’s liability for any reason exceed such fee. BeerNav (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Client’s use of the Products or Services, and Client shall indemnify BeerNav, LLC (and BeerNav’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Client arising from Client’s use or application of the Products or Services. Some jurisdictions do not allow the exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to you.
Either Party may assign this Agreement to a present or future parent, subsidiary, or affiliated entity, including a future successor or party acquiring all or part of the Party’s business. All other assignments, transfers, or delegations require written consent of both Parties. Any attempted assignment or transfer in contravention of this Section shall be void.
This agreement shall be governed by the laws of the State of Washington applicable to contracts to be formed and fully performed within the State of Washington, without giving effect to the choice or conflicts of law provisions thereof. Any legal suit, action, or proceeding arising out of, or related to, this agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Washington [, in each case located in the City of Bothell and County of Snohomish,] and no other place unless otherwise determined in BeerNav’s sole discretion. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Client hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof.
At Company’s sole discretion, it may require You to submit any disputes arising from this agreement, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying the State of Washington law.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements, understandings, negotiations, representations or proposals or any kind, whether written, oral or otherwise. Neither party has relied upon any statements, representations or other communications that are not contained in this Agreement.
For the purposes of this Sales Agreement:
Business Day means any day other than a Saturday, Sunday or recognized public holiday in the jurisdiction where the relevant Service is provided.
Company referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to BeerNav, LLC.
Client referred to as either “the Client”, “You”. or “Your” in this Agreement refers to the purchaser of BeerNav’s products or services.
Initial Period means the minimum period for which Client must acquire a Service, as set out or referred to in an order.
Invoice refers to any statement of work and summary of charges that sets out the scope of Services that BeerNav provides to Client under this agreement.
Products and/or Service refers to the Company’s deliverables set out or referred to in an order.
Service State Date means the date in which BeerNav receives payment for a paid Service or confirms the order for a free Service.
Service Term has the meaning set out in Section 2.
Website refers to the BeerNav, LLC website, accessible from https://www.beernav.com.