Brewery Membership Agreement
This Brewery Membership Agreement (“Agreement”) is effective as of October __, 2014 (the “Effective Date”), between Craft Crawler LLC, a Tennessee limited liability company (“Craft Crawler”), and ________________, a [State] [Entity Type] ("Member").
Craft Crawler owns, operates and controls a website, located at www.craftcrawler.com ("Website"), and a mobile application ("App") that assists craft beer enthusiasts locate breweries and connect and promote craft beer breweries to new customers.
Member owns, operates, and controls a craft beer brewery. Member desires to promote itself on the Website and App. Pursuant to the terms and conditions of this Agreement, Member agrees to enter information about the brewery into Craft Crawler's Featured Member Brewery Online Portal ("Featured Member Portal").
Craft Crawler agrees to prominently display the information entered by Member in the Featured Member Portal on the Website, App, and other media outlets associated with Craft Crawler, in exchange for payment of fees by Member.
NOW, THEREFORE, the parties hereto agree as follows:
- Content Item. "Content Item" means each discrete creative work (for example, article, photograph or video), as designated by the Member, or Mark that is included in the Member Content.
- End User. "End User" means each natural person that has access to Member Content on the Website or App.
- Mark. "Mark" means any trademark, trade name, service mark, design, logo, domain name or other indicator of the source or origin of any product or service.
- Member Content. "Member Content" means the information, creative work or other materials entered into the Featured Member Portal by Member.
- Scope of Membership. During the Term of this Agreement and subject to payment of fees, Craft Crawler will grant Member access to the Featured Member Portal and display Member Content on its Website and App. Craft Crawler may share Member Content with third parties for the purpose of marketing the Member, Website, and App.
3. Member Content.
3.1. Generally. During the Term of this Agreement, Member shall remain solely responsible for the accuracy of any Member Content entered into the Featured Member Portal and displayed on the Website and App. Craft Crawler will make commercially reasonable efforts to update the Member Content within a reasonable time of receiving updates to the Member Content from Member. Craft Crawler, at its sole discretion, may direct the style, art direction and manner in which the Member Content is displayed on the Website and App.
- License. Subject to the terms and conditions of this Agreement, Member grants to Craft Crawler a non-exclusive, non-transferable and non-sublicensable license, during the Term, to reproduce, perform, display, transmit and distribute on the Website and App, each Content Item. The foregoing includes the right to permit End Users and third parties to access the Member Content. Further, Craft Crawler may advertise, market and promote the availability of the Member Content or the Website or App and identify Craft Crawler as a content provider.
- Reservation of Rights. Neither this Agreement nor the licenses granted hereunder convey any ownership right in any of the Member Content, Member's Marks or other materials provided by or on behalf of Member under this Agreement. Except for the express licenses granted in this Agreement, all right, title and interest in and to the Member Content and Member's Marks are and will remain with Member and its licensors.
- Content Hosting and Support; User Complaints. During the Term of this Agreement, Craft Crawler shall host, operate, maintain and make accessible to End Users the Member Content on the Website. The service level standards and procedures used by Craft Crawler with respect to the Member Content, including but not limited to those regarding End User requests and communications, will be consistent with those it employs with respect to other content on the Website. Without limiting the foregoing, if Craft Crawler receives any notice claiming that the Member Content infringes or otherwise violates any intellectual property or other third-party right, Craft Crawler shall comply with its Copyright Infringement Policy.
- Fees and Payment. Member agrees to pay Craft Crawler $300 on an annual basis ("Annual Fee"). The first payment is due within 10 days of the Effective Date of this Agreement. Thereafter the Annual Fee is due within 10 days of receipt of an invoice.
- Term and Termination.
- Term. The term of this Agreement commences on the Effective Date and, unless terminated continues for a 12 month period ("Initial Term"). Thereafter, this Agreement renews automatically for 1 year periods, unless either party provides the other party with written notice of non-renewal at least 30 days before the expiration of the then current Term (collectively the "Term").
- Termination for Convenience. Either party may terminate this Agreement without cause upon 30 days written notice to the other party. If Craft Crawler exercises its right to terminate under this Section 7.2.1, Craft Crawler will give Member a pro-rata refund of the Annual Fee.
- Termination for Cause. Either party may terminate this Agreement for cause upon written notice to the other party:
- immediately, if a party fails to pay the other party any delinquent amounts owed to the other party hereunder within 10 days of written notice by the other party specifying the amounts owed; or
- immediately, if the other party has committed any other material breach of its obligations under this Agreement and has failed to cure such breach within 30 days of written notice by the non-breaching party specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within 30 days, has failed to begin and continue to work diligently and in good faith to cure such breach).
- Disclaimers and Limitations
- No Consequential or Indirect Damages. CRAFT CRAWLER WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation of Liability. CRAFT CRAWLER'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNTS PAID TO CRAFT CRAWLER BY MEMBER IN THE INITIAL TERM OF THIS AGREEMENT.
- Force Majeure. “Force Majeure Event” means any act or event that (a) prevents a party (the “Nonperforming Party”) from performing its obligations or satisfying a condition to the other party’s (the “Performing Party”) obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. “Force Majeure Event” does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.
- Assignment. Craft Crawler may assign its rights under this Agreement.. Member shall not assign its rights under this Agreement, except in the event that there is a change of ownership due to a sale of all of the Member's assets or stock or corporate reorganization. Any purported assignment of rights in violation of this Section 9.2 is void.
- Governing Law; Venue. The laws of the State of Tennessee (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Nashville, Tennessee, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any state or federal court sitting in Nashville, Tennessee; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. Any action relating this Agreement, other than collection of outstanding payments, must be commenced within 1 year after the date upon which the cause of action accrued.
- Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.
- Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.
- Notices. All notices relating to the parties’ legal rights and remedies under this Agreement shall be provided in writing and shall reference this Agreement. All notices to a party shall be sent to its address set forth on the cover page, or to such other address as may be designated by that party by notice to the sending party.
- Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 7, 8 and 9 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.
- Entire Agreement. This Agreement constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement.
Craft Crawler and Member have executed this Agreement as of the Effective Date.
CRAFT CRAWLER, LLC
Printed Name: ____________________________________________
Printed Name: ____________________________________________