Terms of Service

 

The following document outlines the terms of use of the BREWD website and application. Before using any of the BREWD services, you are required to read, understand, and agree to these terms. The column on the right provides a short explanation of the terms of use and is not legally binding.

 

Description of the Service

Fermented Labs, LLC (“Fermented Labs”, “we”, or “us”) provides a brewery management platform designed to simplify operating a brewery (the “Platform”).  We provide the Platform via our website at www.getbrewd.com, which together with the Platform is referred to herein as the “Website.”  We provide the Website to a community of registered users (“Users” or “you”).  The following terms of use (the “Terms of Use”) govern your access to and use of the Website.  This Terms of Use is dated effective July 21, 2016.

Basically, this section describes who we are and that if you use the Website, which includes the Platform, you agreed to the Terms of Use.

 

Acceptance of the Terms of Use

By registering with the Website, you agree to the Terms of Use, as they may be revised, modified or amended in the future.  Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. 
This Website is offered and available to users who are 18 years of age or older (or the age required to enter into a contractual relationship pursuant to any laws applicable to the User).  By using this Website, you represent and warrant that you are of legal age to form a binding contract with Fermented Labs. If you do not meet these requirements, you must not access or use the Website.

Basically, by registering with and using the Website, you agree to the Terms of Use and the Privacy Policy.  You also agree that you are at least 18 years old.  
 

Term of Agreement

User’s access to the Website shall continue for so long as User is current in the payment of User’s license fees and User’s access to the Website has not been terminated by us.  We may, directly or indirectly, by any lawful means, suspend, terminate or otherwise deny User’s access to or use of all or any part of the Website, without incurring any resulting obligation or liability, if: (a) We receive a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires us to do so; or (b) We believe, in our reasonable discretion, that: (i) User has failed to comply with, any term of the Terms of Use, or accessed or used the Website beyond the scope of the rights granted or for a purpose not authorized under the Terms of Use; (ii) User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (iii) User’s access to the Website expires or is terminated. This section does not limit any of our other rights or remedies, whether at law, in equity or under the Terms of Use.  Either party may terminate the User’s access to the Website (and cease incurring license fees) at any time by giving the other written notice, subject to the payment or reimbursement of any license fees outstanding at the time of termination.

Basically, you may continue to use the Website so long as you are current in paying your license fee and you comply with the Terms of Use.

 

Fees

User agrees to pay us a license fee based on the fee schedule provided to Users, which schedule may be changed from time to time or based on the size of User’s operation.  Payment of the license fee is required on a monthly basis.  We may agree in writing with User for certain discounted pricing in exchange for a longer term license to use the Website.  User agrees to pay the license fee by credit card and the fee will be automatically charged on the 1st day of the month.  Unless we have agreed with User in writing, we may increase our license fees not more frequently than annually by providing written notice to User at least 30 calendar days prior to the effective date of the change. 

All fees and other amounts payable by User under the Terms of Use are exclusive of taxes and similar assessments. User is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by User hereunder, other than any taxes imposed on Fermented Labs’ income.

We may charge interest on any past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law.

Basically, this section describes the license fee structure to use the Website.  It also describes when you will pay the license fee and what happens if you do not pay the license fee.
 

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective 30 days from when we post them, and apply to all access to and use of the Website thereafter.  Your continued use of the Website following the effective date of revised Terms of Use means that you accept and agree to the changes. You are expected to check the Website page from time to time so you are aware of any changes, as they are binding on you.

Basically, we may change the Terms of Use.  If we change the Terms of Use, the changes will be effective 30 days after we post them.  If you continue to use the Website after the new Terms of Use is effective, you have agreed to the revised Terms of Use.
 

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to the Users, including the registered Users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
Basically, we can stop offering the Website in the future and the Website may be unavailable from time to time for various reasons, including scheduled and unscheduled maintenance.  Everyone who uses the Website must comply with the Terms of Use.
 

As a condition to using the Website, you are required to open an account with us and select a password and username, and to provide registration information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Basically, each individual using the Website must have a user name and password.  Each user agrees that the information they provide is correct and the Privacy Policy will apply to their use of the Website.
 

You must treat your user name, password or any other piece of information which is part of our security procedures as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

Basically, you are responsible for safeguarding your login credentials.  Our ability to maintain data security depends in part on you. We can disable any user name or password if you have violated the Terms of Use.
 

Downtime and Customer Support

We will use commercially reasonable efforts to; (a) schedule downtime for routine maintenance of the Website between the hours of 11 p.m. and 4 a.m., Central Time; and (b) give User at least 24 hours prior notice of all scheduled outages of the Website (“Scheduled Downtime”).  User understands and agrees that at various times, unscheduled downtime of the Website will be required.  In the event of such unscheduled downtime, we will use all reasonable efforts to minimize the downtime and communicate with Users regarding the anticipated length of downtime.

We will provide standard customer support services (“Support Services”).  If User requires additional Support Services, they will be billed to User at the rate schedule in effect at the time of the request.  We may amend the Support Services rate schedule from time to time in its sole discretion.

Basically, we will try our best to make the Website available to you when you need it.  However, at various times we will have to perform maintenance on the Website.  Sometimes, the Website will be unavailable to you without notice.  Also, we will provide you standard support services to use the Website.  However, we can charge for additional support services if you require more than the standard support.
 

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Fermented Labs, its licensors or others of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device, provided you agree to be bound by our end user license agreement for such applications.

You must not:

  • Modify copies of any materials from the Website.
  • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: help@getbrewd.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Fermented Labs. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Basically, we own the Website and all of the intellectual property included on the Website.  You agree not to use our intellectual property except as allowed by the Terms of Use.  We may terminate your access to the Website in the event you violate the Terms of Use.
 

Trademarks

Our name, the terms BREWD, our logo and all related names, logos, product and service names, designs and slogans are trademarks of Fermented Labs or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.

Basically, we own the name BREWD and other related intellectual property associated with the Website.  You may not use these trademarks and other intellectual property without our consent.
 

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with the Terms of Use. You agree not to use the Website to:

  • copy, modify or create derivative works or improvements of the Website;
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
  • reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Website, in whole or in part;
  • bypass or breach any security device or protection used by the Website or access or use the Website other than by an authorized user through the use of his or her own then valid access credentials;
  • input, upload, transmit or otherwise provide to or through the Website, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code;
  • damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Website or our provision of services to any third party, in whole or in part;
  • remove, delete, alter or obscure any trademarks, specifications, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Website, including any copy thereof;
  • access or use the Website in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law;
  • access or use the Website for purposes of competitive analysis of the Website, the development, provision or use of a competing software service or product or any other purpose that is to the Fermented Labs’ detriment or commercial disadvantage; or
  • otherwise access or use the Website beyond the scope of the authorization granted by the Terms of Use.
Basically, you agree to only use the Website for lawful purposes and you will not do anything on the Website that is prohibited by the Terms of Use.  You cannot try to duplicate, sell or otherwise benefit from the Website except as allowed by the Terms of Use.
 

User Data

User has and will retain sole responsibility for: (a) all User data, including its content and use; (b) all information, instructions and materials provided by or on behalf of User in connection with the Website; (c) User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by User or through the use of third-party services (“User Systems”); (d) the security and use of User’s access credentials; and (e) all access to and use of the Website directly or indirectly by or through the User Systems or its access credentials, with or without User’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

User shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Website; and (b) control the content and use of User data.

Basically, you are responsible for the data you input into the Website.  You are also responsible for your own computers and the people who access the Website using your login credentials.  You will take reasonable steps to control access to the Website and the content you input into the Website.
 

Confidentiality

In connection with the Terms of Use, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”.

Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with the Terms of Use; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Terms of Use; (b) not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the Terms of Use; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under the Terms of Use; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in the Terms of Use; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and (d) ensure its representatives’ compliance with, and be responsible and liable for any of its representatives’ non-compliance with, the terms of the Terms of Use.

If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under the Terms of Use; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under the Terms of Use, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

Basically, certain information that you will have access to through the Website is confidential.  You agree to maintain the confidentiality of this information.
 

Changes to the Website

We reserve the right, in our sole discretion, to make any changes to the Website that we deem necessary or useful to: (a) maintain or enhance (i) the quality or delivery of the Website, (ii) the competitive strength of or market for the Website or (iii) the Website’s cost efficiency or performance; or (b) to comply with applicable law. Without limiting the foregoing, either party may, at any time during the term, request in writing changes to the Website. The parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in a written change order signed by both parties.

Basically, we can change the Website and the functionality of the Website.  When we make these changes, functionality might change.
 

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Basically, our Privacy Policy governs information we collect through the Website and how we use that information.
 

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Basically, if there are links on the Website that take you to a third party’s website, we are not responsible for the third party’s website.
 

Geographic Restrictions

The owner of the Website is based in the State of Iowa in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Basically, the Website is only designed to be used by people located in the United States.
 

Disclaimer of Warranties

THE WEBSITE IS PROVIDED “AS IS” AND FERMENTED LABS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND FERMENTED LABS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, FERMENTED LABS MAKES NO WARRANTY OF ANY KIND THAT THE WEBSITE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

Basically, we make no guarantees that the Website will work for you or that it is free from errors.  It may be incompatible with your computer and we have no obligation to make it function on your system.  We provide the Website “as-is,” which may or may not work for your intended use of the Website.
 

Limitation on Liability

IN NO EVENT WILL FERMENTED LABS OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE TERMS OF USE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE WEBSITE, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF FERMENTED LABS AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THE TERMS OF USE OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE LICENSE FEES PAID BY USER FOR THE 12 MONTHS PRIOR TO THE DATE OF ANY CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Basically, the maximum amount of liability we have to you is the license fees you have paid us for the last 12 months.  We are not responsible for any lost business or other loss you may incur as a result of using the Website.
 

Indemnification

You agree to defend, indemnify and hold harmless Fermented Labs, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Basically, you are responsible for any costs we incur if you violate the Terms of Use.
 

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule (whether of the State of Iowa or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Iowa, in each case located in the City of Des Moines and County of Polk, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Basically, the Terms of Use will be interpreted according to Iowa law.  If there is a dispute related to the Terms of Use, courts in Des Moines, Iowa will preside over the dispute.
 

Arbitration

At our sole discretion, we may require User to submit any disputes arising from the use of these Terms of Use or the Website, 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 Iowa law.

Basically, we can decide to use arbitration instead of a traditional court for any disputes we may have.
 

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Basically, you must bring any claim related to the Terms of Use or the Website within one year of when the dispute arises.
 

Waiver and Severability

No waiver by Fermented Labs of any term or condition set forth in the Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Fermented Labs to assert a right or provision under the Terms of Use shall not constitute a waiver of such right or provision.

If any provision of the Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Basically, just because we do not enforce the Terms of Use for each violation, does not mean we will not enforce the Terms of Use for some violations.  If a court determines any portion of the Terms of Use is unenforceable, the court may enforce other provisions of the Terms of Use.
 

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Fermented Labs with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Basically, anything anyone tells you about the Website or the Terms of Use does not override the specific legal provisions in the Terms of Use, including the handy summaries we prepared in the Terms of Use and Privacy Policy.