Terms and Conditions

 

       I.            Introduction

This Terms and Conditions document ("Agreement") is entered into by and between Midwest Agave Spirits, Inc. ("Company") and you, the user ("User"). By accessing or using the services provided by the Company ("Services"), you agree to be bound by the terms and conditions set forth in this Agreement. This Agreement governs your access to and use of the Services and is effective as of the date of your use of the Services.

 

The Company reserves the right to update or modify this Agreement at any time without prior notice. Your continued use of the Services after any such changes constitutes your acceptance of the new terms and conditions.

 

This Agreement is governed by the laws of the State of Wisconsin, without regard to its conflict of law principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Wisconsin.

 

    II.            Acceptance of Terms

By accessing or using the Services provided by the Company, you, the User, acknowledge and agree that you have read, understood, and agree to be bound by this Agreement. This Agreement is effective as of the first date of accessing or using the Services. If you do not agree to be bound by this Agreement, you are not authorized to access or use the Services.

 

The Company reserves the right, at its sole discretion, to modify, discontinue, or terminate the Services or to modify this Agreement at any time and without prior notice. If we modify this Agreement, we will post the modification on our website or provide you with notice of the modification. By continuing to access or use the Services after we have posted a modification on our website or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Services.

 

 III.            Changes to Terms

The Company reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, as determined at the sole discretion of the Company, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

 

By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

 

 IV.            Privacy Policy

This Privacy Policy outlines the manner in which Midwest Agave Spirits, Inc. ("Company") collects, uses, maintains, and discloses information collected from users (each, a "User") of its services ("Services"). This policy applies to the Services offered by the Company, as well as any other activities related to the provision of the Services.

The Company is committed to safeguarding the privacy of our Users. The types of information we may collect include, but are not limited to, personal identification information (such as names, email addresses, etc.) and non-personal identification information (such as browser type, computer type, browsing history, etc.) when Users interact with our Services.

 

Users' personal information will be collected only if they voluntarily submit such information to us. Users can always refuse to supply personally identification information, except that it may prevent them from engaging in certain Service-related activities.

 

The Company may use Users' personal information to improve our Services, send periodic emails regarding our Services or updates, and respond to inquiries, questions, and/or other requests. Information collected may also be used for research, analysis, and business development to enhance the quality of our Services.

 

We may employ third-party companies and individuals to facilitate our Services, to provide the Services on our behalf, to perform Service-related services, or to assist us in analyzing how our Services are used. These third parties have access to Users' personal information only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

 

The Company adopts appropriate data collection, storage, and processing practices and security measures to protect against unauthorized access, alteration, disclosure, or destruction of your personal information, username, password, transaction information, and data stored on our Site.

 

By using our Services, Users consent to the collection and use of their information as outlined in

this Privacy Policy. The Company reserves the right to update this privacy policy at any time. When we do, we will revise the updated date at the bottom of this page. We encourage Users to frequently check this page for any changes to stay informed about how we are helping to protect the personal information we collect.

 

This Privacy Policy is part of the Agreement between the Company and the User regarding the use of the Services. Any terms defined in the Agreement have the same meaning in this Privacy Policy, unless otherwise defined in this document.

 

    V.            Intellectual Property Rights

All intellectual property rights in and to the Services, including but not limited to copyright, trademarks, service marks, trade names, and domain names, are owned by or licensed to the Company. These rights are protected by copyright, trademark, and other intellectual property laws of Wisconsin and international treaties. The User acknowledges that all such rights belong to the Company or its licensors and agree that they will not use such intellectual property in any way except as expressly permitted under this Agreement or by law.

 

The User agrees not to copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the Services without the prior written permission of the Company. This includes, but is not limited to, any software, logos, images, text, and graphics. The User also agrees not to use any trademarks, service marks, trade names, logos, or other identifiers of the Company without prior written permission.

In the event of any unauthorized use of the Company's intellectual property, the Company reserves the right to seek all remedies available by law and in equity, including but not limited to injunctive relief and damages.

 

 VI.            User Obligations

By accessing or using the Services provided by the Company, you, as the User, agree to comply with the following obligations:

• Maintain the confidentiality of your account information and assume responsibility for all activities that occur under your account or password.
• Use the Services only for lawful purposes and in accordance with this Agreement and any applicable laws and regulations.
• Refrain from infringing on the Intellectual Property rights of the Company or any third party. This includes, but is not limited to, not copying, distributing, or modifying any part of the Services without prior written consent from the Company.
• Not to use the Services in any way that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services.
• Immediately notify the Company of any unauthorized use of your account or any other breach of security.
• Accept and comply with the terms of the Privacy Policy, acknowledging how the Company collects, uses, maintains, and discloses information collected from users.

 

Failure to adhere to these obligations may result in termination of your access to the Services and may subject you to civil and criminal penalties.

 

VII.            User Content

By submitting, posting, or displaying content on or through the Services, you grant Company a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such content in any and all media or distribution methods now known or later developed. This license includes the right for Company to make such content available to other companies, organizations, or individuals who partner with Company for the syndication, broadcast, distribution, or publication of such content on other media and services, subject to our Privacy Policy and this Agreement.

 

You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any content that you submit, including all necessary rights to upload your content under the law. Furthermore, you represent and warrant that your content does not and will not violate third-party rights of any kind, including without limitation any Intellectual

 

Property rights or rights of privacy. Company reserves the right to remove any content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Company is concerned that you may have violated this Agreement), or for no reason at all.

 

VIII.            Prohibited Activities

In using the Services, the User agrees not to engage in any of the following prohibited activities:

• Use the Services in any manner that could damage, disable, overburden, or impair any Company server, or the network(s) connected to any Company server, or interfere with any other party's use and enjoyment of any Services.
• Attempt to gain unauthorized access to any Services, other accounts, computer systems, or networks connected to any Company server or to any of the Services, through hacking, password mining, or any other means.
• Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
• Use the Services to conduct or send out surveys, contests, pyramid schemes, chain letters, junk email, spam, or any duplicative or unsolicited messages (commercial or otherwise).
• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
• Violate any applicable local, state, national, or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any laws regarding the export of data or software to and from the US or other countries.
• Impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide, or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Services specifically allow such messages.
• Download any file posted by another user of a Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services.
• Collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the above items.

 

 IX.            Third-Party Links and Content

The Services may contain links to third-party websites, advertisements, services, special offers, or other events or activities that are not owned or controlled by the Company. The Company does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party website, service, or content from the Services, you do so at your own risk and you agree that the Company will have no liability arising from your use of or access to any third-party website, service, or content.

    X.            Disclaimer of Warranties

THE COMPANY PROVIDES THE SERVICES "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

 

 XI.            Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE JURISDICTION OF WISCONSIN.

 

Without limiting the foregoing, THE COMPANY does not exclude liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.

 

XII.            Indemnification

The User agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of the Agreement or any activity related to the User's account (including negligent or wrongful conduct) by the User or any other person accessing the Services using the User's Internet account.

 

XIII.            Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of Wisconsin, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wisconsin in each case located in the city and county of Madison. By entering into this Agreement, both the Company and the User consent to the jurisdiction of such courts and waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

 

XIV.            Dispute Resolution

In the event of a dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, the parties shall first seek to resolve the dispute amicably through mutual consultation. If the dispute cannot be resolved amicably within thirty (30) days from the date on which either party first sends to the other party a written notice of the dispute, then either party may submit the dispute to binding arbitration.

 

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) then in effect, by one arbitrator appointed in accordance with said rules. The seat, or legal place, of arbitration shall be Madison, Wisconsin. The language of the arbitration shall be English.

 

The arbitrator's decision shall be final and binding on the parties, and may be entered as a judgment in any court of competent jurisdiction. The prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

 

Notwithstanding the foregoing, the Company may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

 

XV.            Severability

If any provision of this Agreement, or the application thereof to any person or circumstance, is found to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and its application to other persons or circumstances shall not be affected thereby and shall continue in full force and effect as valid, legal, and enforceable to the fullest extent permitted by law. In such instances, the parties agree to replace the invalid, illegal, or unenforceable provision(s) with a valid, legal, and enforceable provision that most closely achieves the original intent of the parties.

 

XVI.            Termination

This Agreement may be terminated by either the Company or the User at any time, with or without cause. The User may terminate this Agreement by ceasing to use the Services and, if applicable, deleting their account. The Company may terminate this Agreement at any time, with or without notice, if:

1. The User violates any provision of this Agreement, the Privacy Policy, or any other terms and conditions that apply to the use of the Services;
2. The User engages in any activity that the Company deems harmful to its operations, reputation, or relationship with its customers or partners;
3. There is a significant change in applicable law that necessitates termination; or
4. The Company decides to cease providing the Services, in whole or in part.

 

Upon termination, the User must cease all use of the Services and destroy all copies of any materials provided by the Company under this Agreement. Any provisions of this Agreement that, by their nature, should survive termination will remain in effect after termination, including, but not limited to, Intellectual Property, Limitation of Liability, and Arbitration provisions.

 

XVII.            Entire Agreement

This Agreement constitutes the entire agreement between the Company and the User concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment, modification, or supplement of any provisions of this Agreement shall be valid unless in writing and signed by both parties.

 

By using the Services, the User acknowledges that they have not relied on any representation, warranty, or agreement, other than those expressly set out in this Agreement, the Privacy Policy, or any other document expressly incorporated herein by reference. The User further acknowledges that the exclusion of any other terms is a material inducement for the Company to enter into this Agreement and provide the Services.