To subscribe to Whiskey Systems Online, please review the EULA in it's entirety, and then select your subscription option below. By Clicking on a link below, the Licensee, and the User on behalf of Licensee, agree(s) to abide by and be bound by this Agreement.
You must read this End User
License Agreement in its entirety and agree to it prior to using this software.
You must scroll to the bottom of the Agreement to continue.
By Clicking the “I Agree”
button at the bottom of this Agreement, you agree to be bound by the Agreement
and all its terms.
THIS AGREEMENT is
entered into as of Today’s Date ("Effective
Date") by and between
(herein after “Licensor”),
with offices at 3452 Lake Lynda Drive Suit 395 Orlando, Florida 32817 , ("LICENSOR") and yourself
, (“User”) in your official capacity as an authorized representative on
behalf of the company holding the DSP
WHEREAS, Licensee wishes to license software for the purpose of meeting compliance and
tracking production within their distillery operations, and Whiskey Resources
desires to license this software to licensee.
NOW THEREFORE, the parties hereto agree as follows:
1. GRANT OF LICENSE
Subject to the terms and
conditions of the Agreement, Whiskey Resources grants to Licensee a
non-exclusive, non-transferable license to use the software identified as www.whiskeysystems.com,
(or other Whiskey Systems or Whiskey Resources domains), Whiskey Systems, or
its successors, (the "Licensed Programs") for the purpose of meeting
alcohol manufacturing industry compliance standards and internal production
tracking. Licensee may use the Licensed Programs for its own use.Licensee may not, however, transfer or
sublicense the Licensed Programs to any third party, in whole or in part, in
any form, whether modified or unmodified.
You may not use, rent, lease, or lend access to the Licensed Programs in
any manner not expressly provided in this License or in an applicable Service
Agreement or Assignment Agreement.
License is granted to the corporate entity and not to any
individual within the organization. As
such, user, by clicking on the “I Agree” button, verifies that he or she is
authorized to bind their corporate entity.
If User is not authorized to bind Licensee, Licensor assumes no
liability for the execution of this contract, including any amount paid. No
refunds will be given. User agrees that
Licensor shall not be held liable and that they will not pursue a refund from
Licensor. User assumes the liability for fraudulent execution of the contract
or for misrepresentation, errors, omissions, or related actions related to
accepting this contract.
2. PACKAGES AND FEES
Start Up/Business Model Development
Fee: $1,500 / 6 Months
Whiskey Systems Online
Monthly Fee: $350 per DSP
Bugs or issues with the software if submitted via email
to the Licensor for research or repair within 15 days of discovering the issue
will not be charged if it was determined the issue was an issue with the
If it was determined that the issue was not caused from
a fault in the software, the research and repair time to resolve the issue will
be charged to the Licensee. See below for the introductory free hours and
hourly support rate.
Other Optional Fees
On Site Training, Setup Support
Per day or per hourly fee negotiable based on project
Plus Lodging, Travel, Food, and other travel related
expenses including a per mile rate of $0.555/mile for driving.
Over the Phone Support/training/video
First two hours are free
$150 per hour thereafter
Miscellaneous Fee Information
Licensee shall pay a monthly fee, determined by the
Package level chosen. Packages can be upgraded.
Each Package level has different services and modules.
It is up to the User to decide which Package is best for their situation.
Payments are made monthly and include the entire month,
regardless of the date of payment.
Payments will not be pro-rated.
Licensee may terminate service at any time. However, no
refund will be given, as payments are not pro-rated. Service and access to the
Licensed Programs will continue until the end of the month of Termination.
Monthly License fee excludes any taxes, shipping and/or
insurance charges, and any bank transfer fees.
You may not use, rent, lease, or
lend access to the Licensed Programs in any manner not expressly provided in
this License or in an applicable Service Agreement.
Licensor, may provide you with
support services related to the Licensed Programs("Services"). Use of Services is
governed by Licensor's policies and programs described in the Licensor-provided
materials. Any code, materials, or information provided or delivered to you as
part of the Services shall be considered part of the Licensed Programs and
subject to the terms and conditions of this License as well as the applicable
Your rights may not be
transferred, leased, assigned, or sub-licensed except (i) on prior written
notice, for a transfer of the Licensed Programs
in its entirety to a successor in interest of your entire business who
assumes the obligations of this License, or (ii) to any other party reasonably
acceptable to Licensor who agrees to the terms of this License and the
applicable Service Agreement. Only one DSP may be Licensed at a time with the
payment of one Fee. Multiple DSP’s shall
be required to have separate accounts for each DSP.
Without prejudice to any other
rights, Licensor may terminate this License and your access to the Licensed
Programs if you fail to comply with the terms and conditions of this License
and Licensor may suspend or deactivate your use of the Licensed Programs with
or without notice.
Whiskey Resources LLC or Whiskey
Systems is not liable for the performance of any “Resources” listed or featured
in the “Distiller’s Resources” section of the software. Whiskey Resources LLC
makes no promise and will not be held liable for the performance, expectation
or service provided by any of the listed “Resources”. Licensees, if they choose
to use, contract, or purchase the goods or services of any of the “Resources”
are to use them at their own risk and discretion.
Licensee agrees that for a
period of five (5) years from the date of termination or expiration of this
License, they will not develop, create, make, have made or provide to any third
party any Licensed Programs, SaaS, website or other technical system or that
runs, operates or otherwise automates any portion of the operations of a
distillery that competes with the Whiskey Resources, LLC Services, Whiskey
Resources, LLC Website(s), Whiskey Systems, or other Licensed Programs (each
term as defined in this Services Agreement). Licensee agrees to a non-compete
restriction that includes creating, marketing, selling, or providing
information to a third party for the purpose of creating, marketing, or selling
software or spreadsheets that will compete with the Licensed Programs. This
restriction extends to any software that will be used, or could be used, in the
United States for or to anyone in the Distilling industry.
For purposes of this License,
Confidential Information shall mean the Licensed Programs, any information
concerning Licensor’s business processes, technology or Licensed Programs code
in any form. Licensee agrees not to reproduce or disclose Confidential
Information disclosed by Licensor, and will hold in confidence and protect such
Confidential Information from dissemination to, and use by, any third party
using the same standard of case as it uses for its own Confidential Information
of similar value, but in no case less than a reasonable standard of care; the
Confidential Information shall be protected in the same manner as the Licensed
Programs and be under the same restriction as the non-compete clause; further,
you agree not to create any derivative works from the Confidential Information
or use the Confidential Information for any purpose other than as contemplated
in this License. You agree to restrict access to the Confidential Information
to only such of your personnel, agents, and/or consultants who have a need to
access and who have been advised of and have agreed in writing to treat such
information as Confidential in accordance with the terms of this License; and
to the extent practicable, return or destroy, all Confidential Information
disclosed by Licensor that is in your possession upon termination or expiration
of this License.
The Licensed Programs, and any related materials, software,
or other information, and any copies of the Licensed Programs, made by
Licensee, including translations, compilations, partial copies, modifications,
and updates, are the property of Whiskey Resources, Whiskey Systems, and
5. PROPRIETARY RIGHTS
Licensee recognizes that Licensor regards the Licensed
Programs as its proprietary information and as confidential trade secrets of
great value. Licensee agrees not to provide or to otherwise make available in
any form the Licensed Programs, or any portion thereof, to any person other
than employees of Licensee without the prior written consent of Licensor.
Licensee further agrees to treat the Licensed Programs with at least the same
degree of care with which Licensee treats its own confidential information and
in no event with less care than is reasonably required to protect the
confidentiality of the Licensed Programs.
Licensee agrees that it may be held liable to Licensor for any amount
spent while trying to recover lost or stolen Programs or copies, damage created
from unauthorized access, and any attorney's fees related to the defense of its
proprietary information as a result of Licensee's negligent, unintentional or
intentional release of Licensor’s proprietary information, login information,
The license granted hereunder shall continue unless and
until terminated pursuant to Section 7 hereof and subject to Licensee's proper
performance of its obligations hereunder.
In the event of termination, Licensee will immediately
discontinue use of the Licensed Programs. Licensor will suspend access to the
Licensed Program. The provisions of
Sections 3, 4, 5, 10, 11, 12 and 14 hereof shall survive any termination of
8. MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with
respect to the Licensed Programs:
If during the 1st year of this Agreement, Licensee
notifies Licensor of a substantial program error respecting the Licensed
Programs, or Licensor has reason to believe that error exists in the Licensed
Programs and so notifies Licensee, Licensor shall at its expense verify and
attempt to correct such error within thirty (30) working days after the date of
notification. If Licensee is not satisfied with the correction, then Licensee
may terminate this Agreement, but without refund of any amount paid to Licensor
or release of any amounts due Licensor at the time of termination.
In the case that Licensee has technical questions in
the use of the Licensed Programs during the 1st year of this Agreement,
Licensee may submit those questions to Licensor.Licensor shall provide consulting to answer
such questions without charge to Licensee up to a maximum of two (2) hours for
each licensed program.
(iii) If License desires to continue the Licensed
Programs support specified in this section, Licensee shall pay to Licensor the
fee(s) set forth in Section 2.
9. DELIVERY OF
Licensor shall use its best efforts to deliver the Licensed
Programs continuously. In the event of a
down server, or other delivery issue, Licensor will make every effort to have
the Licensed Programs back up and running as quickly as possible.
Licensor licenses, and Licensee accepts, the licensed
programs "AS IS." LICENSOR PROVIDES NO WARRANTIES AS TO THE FUNCTION
OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT
THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE'S
REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE
UNINTERRUPTED OR ERROR FREE. LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE INCLUDING THAT THE
RESULTS OBTAINED IN USING THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS.
Licensee acknowledges that, in
the event of your breach of any of the foregoing provisions, Licensor will not
have an adequate remedy in money or damages. Licensor shall therefore be
entitled to obtain an injunction against such breach from any court of
competent jurisdiction immediately upon request without the necessity of
posting a bond. Licensor’ right to obtain injunctive relief shall not limit its
right to seek further remedies.
11. LIMITATION OF
Licensee assumes the entire risk
of using the Licensed Programs . IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE
LIABLE TO LICENSEE, OR ANY THIRD PARTY, FOR ANY DIRECT, CONSEQUENTIAL,
INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS,
DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF OR INABILITY
TO USE THE LICENSED PROGRAM OR FOR COMMERCIAL OR FINANCIAL LOSS OF ANY KIND,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR
ANY CLAIM BY ANY THIRD PARTY. ANY LIABILITY OF LICENSOR FOR ANY CAUSE OF ACTION
IN CONTRACT, TORT OR STRICT LIABILITY SHALL NOT EXCEED A TOTAL AMOUNT OF
Licensor assumes no liability
for TTB reporting in conjunction with the Licensed Programs.It is the responsibility of the User or
Licensee to verify their monthly reports and tax returns prior to
submission. Whiskey Systems is simply a
tool that Licensee may use to decrease the burden associated with tax and
report filing. Licensee AGREES that they will not hold Licensor liable for any
mistakes, errors, or omissions related to the use of the Licensed Programs,
including those that errors in code. It
is in the Licensor’s best interest to verify all federal or state paperwork
prior to submission to ensure compliance.
Licensor has no obligation for
any claim based on your modification of the Software or its combination,
operation, or use with any product, data, or apparatus not specified or
provided by Licensor, provided that such claim solely and necessarily is based
on such combination, operation, or use and such claim would be avoided by
combination, operation, or use with products, data, or apparatus specified or
provided by Licensor. Licensee agrees to inform Licensor of any bugs, mistakes,
omissions found in the Licensed Programs within 15 days of discovery to allow
Licensor to apply corrections. Again,
Licensor assumes no liability.
Some states or jurisdictions do
not allow the exclusion or limitation of incidental, consequential or special
damages, or the exclusion of implied warranties or limitations on how long a
warranty may last, so the above limitations may not apply to you.
12. PATENT AND
Licensor will defend at its own expense any action brought
against Licensee to the extent it is based on a claim that the Licensed
Programs used within the scope of the license granted hereunder infringe a
United States patent, copyright or other proprietary right of a third party.
Licensor will pay any costs, damages or attorney fees finally awarded against
Licensee in such action which are attributable to such claim, provided Licensor
is promptly notified in writing of such claim, may control the defense and/or
settlement of such claim, and is provided with all requested assistance,
information and authority. In the event that a Licensed Program becomes, or in
Licensor’ opinion is likely to become, the subject of a claim of infringement
of a United States patent, copyright or trade secret, Licensor may at its
option either secure Licensee's right to continue using the Licensed Programs,
replace or modify the Licensed Programs to make them not infringing, or provide
Licensee with a refund of the license fee less depreciation on a 5 (five) year,
straight-line basis. Licensor shall have no liability for any claim of patent,
copyright or trade secret infringement based on the use of a Licensed Program
in any form other than the original, unmodified form provided to Licensee or
the use of a combination of the Licensed Programs with hardware, Licensed
Programs or data not supplied by Licensor where the used Licensed Programs
alone in their original, unmodified form would not constitute an infringement.
The foregoing states Licensee's entire liability for infringement or claims of
infringement of patents, copyrights or other intellectual property right.
All notices in connection with this Agreement shall be in
writing and may be given by certified, registered, or first class mail or
personally delivered at the address set forth on the front page. For purposes
of this Agreement, a notice shall be deemed effective upon personal delivery to
the party or if by mail five days after proper deposit in a mail box.
This Agreement will be binding upon and will inure to the
benefit of the parties hereto and their respective representatives, successors
and assigns except as otherwise provided herein.
In the event any provision of this Agreement is determined
to be invalid or unenforceable, the remainder of this Agreement shall remain in
force as if such provision were not a part.
This Agreement shall be governed and interpreted by the laws
of the State of Florida. Florida shall be the appropriate venue and
jurisdiction for the resolution of any disputes hereunder. Both parties hereby
consent to such personal and exclusive jurisdiction. Arbitration or mediation
shall be a condition precedent to pursuing legal action in a US court of law.
This Agreement and the licenses granted by it may not be
assigned, sublicensed, or otherwise transferred by Licensee without the prior
written consent of Licensor.
Licensee understands that Licensor may be subject to
regulation by agencies of the U.S. Government, including the U.S. Departments
of Commerce and State, which prohibit export or diversion of certain technical
products to certain countries. Licensee warrants that it will comply in all
respect with the export and re-export restrictions set forth in the export
license for the Licensed Programs and all other applicable export regulations.
Licensee agrees to indemnify and hold Licensor harmless from any loss, damages,
liability or expenses incurred by Licensor as a result of Licensee's failure to
comply with any export regulations or restrictions.
19. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between
the parties with respect to the subject matter hereof, and merges and
supersedes all prior agreements, discussions and understandings, express or
implied, concerning such matters. This Agreement shall take precedence over any
additional or conflicting terms which may be contained in Licensor’s website(s)
or Licensor’s other marketing materials.
By Clicking on the link below, the Licensee, and the User on
behalf of Licensee, agree(s) to abide by and be bound by this Agreement.
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By Clicking on the link below, the Licensee, and the User on behalf of Licensee, confirms they have read, understood and agree(s) to abide by and be bound by this Agreement. By clicking subscribe, you are starting an automatic monthly charge to your credit card. To cancel your monthly charge, email firstname.lastname@example.org with clear directions to cancel your monthly charge at least 5 days before your monthly billing date.