Updated: February 2, 2017
Effective: February 2, 2017
Thank you for choosing DraughtLab Pro!
This is an Agreement between you and DraughtLab LLC (“we” or “us”) that describes your rights to use the Application identified in section 1.1. We believe that great software is built upon open and honest relationships. Therefore, we have phrased some of the terms of this Agreement in a question and answer format and used plain language whenever possible. You should read the entire Agreement carefully before accessing, downloading, and/or using the Application because all of the terms are important and together create a legal Agreement that, once accepted by you, applies to you.
This agreement governs your use of and is limited to the DraughtLab Pro service, web site(s) (www.draughtlab.com and pro.draughtlab.com, which may be updated from time to time), online application (as may be applicable) and mobile application(s) (collectively, the “Application”).
In order to access some of the services on the Application, you will require a separate registration account and password, which requests certain information and data (“Registration Data”). By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. This will be helpful for both us and you.
You may set up multiple user accounts under your registration account. The Content (defined in Section 2, below) entered into the Application by such users per the use of such user accounts will by combined with and considered part of your registration account’s Content. You hereby warrant and represent that each user agrees to be bound by the terms and conditions of this Agreement. YOU SHALL BE LIABLE FOR ANY FAILURE BY YOU (INCLUDING ANY OF THE USERS OF YOUR USER ACCOUNTS, EMPLOYEES, CONTRACTORS, CUSTOMERS, AND/OR ANYONE USING THE APPLICATION THROUGH YOUR REGISTRATION ACCOUNT OR YOUR USER ACCOUNTS) TO COMPLY WITH THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT DOWNLOADS, INSTALLS, COPIES OR USES THE APPLICATION AND ANY PERSON OR ENTITY THAT DOWNLOADS, INSTALLS, COPIES OR USES THE APPLICATION ON ANOTHER PERSON’S OR ENTITY’S BEHALF.
The duration or term of this Agreement will be clearly specified in a separately provided quotation or contract that includes payment terms and conditions (among other terms and conditions). Unless stated otherwise, at the end of the term, this Agreement will automatically renew based on the terms in section 4.3.
You retain ownership rights in the communications, material and other information (“Content”) that you provide on or transmit to/through the Application. We don't claim ownership of the Content you provide on the Application. Your Content remains your Content and you are responsible for it.
When you share your Content with other people, you understand that they may be able to use, save, and reproduce your Content. If you do not want others to have that ability, do not use the Application to share your Content. You represent and warrant for the duration of these Terms, you have all the rights necessary for your Content that is provided to the Application and that the collection, use, and retention of you Content will not violate any law or rights of others.
Please do not submit confidential or proprietary information of others to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.
The price for the Application will be specified in a separate quote or contract and you agree to pay that charge. The price stated for the Application excludes all applicable taxes and fees, unless stated otherwise. You're solely responsible for paying such taxes or other charges. Suspension or cancellation of the Application for non-payment could result in a loss of access to and use of your account and its Content.
Unless stated otherwise in the quote or contract, payments are due net 30 days from the invoice date. You agree to pay a charge of 2% per month for overdue amounts.
At least 15 days prior to the end of the Agreement term, we'll inform you by email before automatically renewing your Application. Once we have informed you that the Application will be automatically renewed, we may automatically renew your Application and charge you the then current price for the renewal term. Unless stated otherwise in the quote or contract, the Application will automatically renew for a one month term. We'll also provide you with instructions on how you may cancel the Application. You must cancel the Application before the renewal date to avoid being billed for the renewal.
The price in the quote or contract will remain in force for the term of this Agreement. Upon renewal of this Agreement, we may change the price of the Application and will notify you by email at least 15 days before the price change. If you don't agree to the price change, you must cancel and stop using the Application before the price change takes effect.
Unless otherwise provided by law or by a particular service offer, all purchases are final and non-refundable.
You may cancel the Application at the end of the term of this Agreement. If you cancel, your access to and use of the Application will end at the end of your current Agreement term.
You must pay for all reasonable costs we incur to collect any past due amounts. These include reasonable attorneys' fees and other legal fees and costs.
You're responsible for paying the fees charged by your Internet access providers. Those fees are in addition to the fees you pay us for the Application. If you access the Application through wireless devices (for example, phones and tablets), your wireless carrier may charge fees for alerts, web browsing, messaging, and other services that require the use of airtime and wireless data services. Check with your carrier to verify whether there are any such fees that may apply to you. You're solely responsible for any costs you incur to access the Application through any wireless or other communication service.
Unless accompanied by a separate license Agreement, any software provided by us to you as part of the Application is subject to the terms of this Agreement. Subject to the terms of this Agreement, we grant to you a limited, personal, non-exclusive, non-sublicensable, nontransferable, revocable license to access, download, install and use one copy of the Application for the purpose for which it is provided (to be used in conjunction with a beer sensory program to maintain and improve the quality and consistency of your beer) on a single mobile or other computing device for so long as this Agreement is in effect.
The Software is licensed, not sold, assigned or otherwise transferred in whole or in part, and DraughtLab reserves and retains all rights to the Application not expressly granted by DraughtLab, whether by implication, estoppel, or otherwise.
The Application and copies thereof are the exclusive proprietary technology of DraughtLab and/or its suppliers. Any unauthorized modifications, translations, adaptations, derivative works, or improvements of the Application or components thereof shall be exclusively owned by DraughtLab, and you hereby agree to assign and shall assign any and all rights, title, and interests in the foregoing to DraughtLab.
If this Agreement governs the website you're viewing, any third-party scripts or code, linked to or referenced from this website, are licensed to you by the third parties that own such code, not by DraughtLab.
We grant you the right to install and use the Application as specified in the quotation or contract, as part of your use of the Application, but only if you comply with all other terms in this Agreement.
Yes. Unless otherwise expressly permitted herein, in addition to the other restrictions in this Agreement, you may not circumvent or bypass any technological protection measures in or relating to the Application or disassemble, decompile, or reverse engineer any software or other aspect of the Application that's included in or accessible through the Application, except and only to the extent that the applicable copyright law expressly permits doing so; modify, translate, adapt or otherwise create derivative works or improvements of the Application; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application, any features or functionality of the Application, or Your rights in and to the Application pursuant to this Agreement to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; separate components of the Application for use on different devices; publish, copy, rent, lease, or lend the Application; or transfer the Application, any software licenses, or any rights to access or use the Application. You may not use the Application in any unauthorized way that could interfere with anyone else's use of them or gain access to any service, data, account, or network. You may not enable access to the Application by unauthorized third-party applications.
You also may not engage in activities when using the Application that:
DraughtLab shall have the sole and exclusive right to determine whether You have engaged in any of these restricted activities and to determine whether this Agreement with You should be terminated. Such termination can be without prior notice to you.
We strive to keep the Application up and running; however, all online Application suffer occasional disruptions and outages, and DraughtLab isn't liable for any disruption or loss you may suffer as a result.
We will provide support services to you during the term of this agreement. Unless otherwise stated, the support services will be subject to the terms of this Agreement. As a part of our support services, we will use reasonable commercial efforts to provide support via email during normal business hours (Monday through Friday, excluding DraughtLab holidays, 8 am to 5 pm Eastern Time).
You agree that DraughtLab has no obligation to provide Application updates, which may include upgrades, bug fixes, patches, enhancements and other error corrections and/or new features, maintenance, technical or other support for the Application (collectively, including related documentation, "Updates"), or to continue to provide or enable any particular features or functionality. DraughtLab may from time to time, however, in its sole discretion develop and provide Application Updates without any notice to You. Updates may also modify or delete in their entirety certain features and functionality. Based on Your mobile or other computing device settings, when Your device is connected to the Internet either: the Application will automatically download and install all available Updates; or You may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should You fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
You and DraughtLab will mutually attempt to settle any disagreements through amiable negotiations. If the disagreement cannot be settled through negotiations then the laws of the State of New York will apply. You and DraughtLab hereby agree to submit to the exclusive jurisdiction of the Supreme Court of the State of New York, with venue in Monroe County, New York, or of the United States District Court for the Western District of New York with venue in Monroe County, New York. If a court or arbitrator holds that we can't enforce a part of this Agreement as written, we may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement won't change.
DRAUGHTLAB MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE APPLICATION, SERVICES, OR SUPPORT SERVICES. YOU UNDERSTAND THAT USE OF THE APPLICATION, SERVICES AND SUPPORT SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE APPLICATION, SERVICES, AND SUPPORT SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." DRAUGHTLAB DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE APPLICATION. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. DRAUGHTLAB ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS AREN'T FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DON'T GUARANTEE/WARRANTEE THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR. WE MAKE NO GUARANTEE/WARRANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM OR THROUGH THE APPLICATION FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE HAVE NO CONTROL OVER THIRD-PARTY NETWORKS YOU MAY ACCESS IN THE COURSE OF THE USE OF THIS SITE, AND THEREFORE, DELAYS AND DISRUPTION OF OTHER NETWORK TRANSMISSIONS ARE COMPLETELY BEYOND OUR CONTROL.
THE USE OF THE APPLICATION OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
You agree that your exclusive remedy and our entire liability, if any, for any claims arising out of this Agreement and your use of the Application shall be limited to the amount equal to your Application fee for one month. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE ARISING OUT OF THIS AGREEMENT AND YOUR USE OF THE APPLICATION. These limitations and exclusions apply if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to this Agreement such as loss of Content; any virus affecting your use of the Application; delays or failures in starting or completing transmissions or transactions; claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, misrepresentation, or omission; trespass, or other tort; violation of statute or regulation; or unjust enrichment. Some or all of these limitations or exclusions may not apply to you if your state, province, or country doesn't allow the exclusion or limitation of incidental, consequential, or other damages.
WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE APPLICATION, INCLUDING ANY FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT APPLICATION SHALL ALSO BE SUBJECT TO THESE TERMS AND CONDITIONS.
Upon a request by us, you agree to defend, indemnify, and hold us harmless from all liabilities, claims, losses, damages, and expenses, including reasonable attorneys' fees, that relates to or arises from your (including any of the users of your user accounts, employees, contractors, customers, and/or anyone using the Application through your registration account or your user accounts) (i) breach of this Agreement, (ii) violation of any third party right including third party intellectual property rights, and/or (iii) use or misuse of the Application. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
You may be able to access third-party websites, content or services via the Application (“third party materials”). You acknowledge and agree that DraughtLab isn't responsible and does not assume any liability for the accuracy, legality, or any other aspect of these third-party materials Materials. You're solely responsible for your dealings with third-parties (including advertisers). Your use of third-party materials may be subject to that third-party's terms and conditions. The ability to access such third party materials is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.
The term of Agreement commences when You first visit, access, download/install, use, and/or login to the Application and will continue in effect until terminated by You or DraughtLab as set forth in this Section (or otherwise set forth in a quotation). You may terminate this Agreement by deleting the Application and all copies thereof from your mobile or other computing device. DraughtLab may terminate this Agreement at any time and for any reason in its sole discretion without notice to You. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement.
Upon termination: all rights granted to You under this Agreement will also terminate; and You must cease all use of the Application and delete all copies of the Application from Your mobile or other computing device and account. Termination will not limit any of DraughtLab's rights or remedies at law or in equity.
This section, and sections 4 (for amounts incurred before the end of this Agreement), 8, 9, 10, 11, 13, 19, 20 and those that by their terms apply after it ends will survive any termination or cancellation of this Agreement.
No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. This Agreement may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted.
We may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign this Agreement or transfer any rights to use the Application.
You consent to DraughtLab providing you all invoices, receipts, notifications about the Application, and information the law requires us to provide via email to the address that you provided when you sign up for the Application. Notices emailed to you'll be deemed given and received when the email is sent. If the email address that we should send this information to changes, you're responsible for notifying DraughtLab of the change.
Copyright © 2017 DraughtLab LLC and/or its suppliers, 517 Deer Haven Dr., Webster, NY. All rights reserved.
By accepting these Terms and Conditions, you acknowledge and agree that all content presented to you in/on the Application and the Application itself are protected by copyrights, trademarks, patents or other proprietary rights owed by DraughtLab and/or its suppliers. DraughtLab and the names, logos, and icons of all DraughtLab products, software, and Application may be either trademarks or registered trademarks of DraughtLab LLC. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in this Agreement are reserved.
The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Application from outside the United States, you are responsible for compliance with local laws.
You hereby acknowledge and agree:
If You have downloaded the Application from the Apple, Inc. (“Apple”) App Store and/or otherwise accessing the Application through a device made by Apple, you specifically acknowledge and agree that: