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.
Whiskey Systems
DISTILLERY COMPLIANCE SUITE
END USER LICENSE 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 Whiskey Resources, LLC. (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 ("LICENSEE").
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
A. Packages
a. Start Up/Business Model Development
i. Fee: $1,500 / 12 Months
b. Whiskey Systems Online Pro Edition
i. Monthly Fee: $350 per DSP
b. Whiskey Systems Online Core Edition
i. Monthly Fee: $199 per DSP
B. Support
a. 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 software.
b. 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.
C. Other Optional Fees
a. On Site Training, Setup Support
i. Per day or per hourly fee negotiable based on project scope
ii. Plus Lodging, Travel, Food, and other travel related expenses including a per mile rate of $0.555/mile for driving.
b. Over the Phone Support/training/video conferencing/setup support/email support
i. The first four (4) hours of support are free for Pro and Core Editions, per DSP
ii. $25 per hour thereafter for Pro Edition
ii. $50 per hour thereafter for Core Edition
ii. Support fees shall be charged in 15 minute (0.25 hour) increments, with a 15 minute minimum per incident
ii. Unless other arrangements are made, support fees are added to the regular monthly invoice and will be automatically charged to the payment method on file each billing cycle
D. Miscellaneous Fee Information
a. Licensee shall pay a monthly fee, determined by the Package level chosen. Packages can be upgraded.
b. Each Package level has different services and modules. It is up to the User to decide which Package is best for their situation.
c. Payments are made monthly and include the entire month, regardless of the date of payment. Payments will not be pro-rated.
d. 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.
e. Monthly License fee excludes any taxes, shipping and/or insurance charges, and any bank transfer fees.
f. If payment is not made within a two week grace period following the due date, the account will be locked. The account can be reinstated once the account is made current. We will retain the account data for one month following the due date, after which point the account will be terminated.
3. LIMITATIONS
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 Services Agreement.
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.
4. OWNERSHIP
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 Licensor.
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, or related.
6. TERM
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.
7. TERMINATION
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 this Agreement.
8. MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with respect to the Licensed Programs:
(i) 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.
(ii) 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 LICENSED PROGRAMS
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.
10. WARRANTY DISCLAIMER
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 LIABILITY
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 $100.00.
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 COPYRIGHT INDEMNITY
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.
13. NOTICES
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.
14. SUCCESSORS
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.
15. SEVERABILITY
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.
16. GOVERNING LAW/FORUM
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.
17. NON-ASSIGNMENT
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.
18. EXPORT REGULATIONS
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.
20. NON-DISCLOSURE
Because computer programs need constant updating, de-bugging, and related coding actions, Licensee reserves the right to access and use any and all data located within the Licensed Program. Licensor, however, agrees to protect and hold any and all personally identifiable information, including but not limited to, recipes, mash bills, future products, sales figures, ect., as Confidential Information. Licensor agrees that, except as directed by the Licensee or as required by law, it will not at any time, during or after the term of this Agreement, disclose any Confidential Information to any third party, or permit any third party to examine and/or make copies of any data or reports under its control by reason of the use of this Program, and that upon termination of this Agreement, Licensor will destroy any and all data left in its possession or under its control.
We may share aggregated but non-personally identifiable information with selected 3rd parties in order to analyze system performance or usage trends, alert us of system errors. For example, Whiskey Systems utilizes Google Analytics to track general usage, and Azure Application Insights to track application errors and alerts.
Whiskey Systems may also offer services that link to a 3rd party, or require data be sent to a 3rd party. For example, linking your Whiskey Systems account to a QuickBooks Online account will transmit selected data. Please review 3rd party agreements and policies if you decide to utilize these services.
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.
This option will create a brand new account. It is for users who have not entered any setup data or transactions into Whiskey Systems Online or want to start fresh.
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 support@whiskeyresources.com with clear directions to cancel your monthly charge at least 5 days before your monthly billing date.