PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION PROVISION AND AWAIVER OF CLASS ACTIONS AND JURY TRIALS (SEE SECTION 17). BY ACCESSING OR USING THE SITE, YOUAGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SITE.
01. Acceptance; Authority
By accessing or using the Site, you accept these Terms. If you access or use the Site on behalf of a company orother legal entity, you represent that you have the authority to bind that entity to these Terms, in which case"you" and "your" refer to that entity. If you do not have that authority, or you do not agree to these Terms, you may not use the Site.
02. About Catenics
Catenics offers a collaborative sales platform designed for business-to-business use by licensed beveragedistributors (the "Platform"). The Site provides general information about Catenics, the Platform, and relatedservices, and allows prospective customers and other business visitors to learn more about us and to contact us.
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03. Informational Site Only; Platform Governed by a Separate Agreement
3.1 Informational purpose. The Site is informational only. The Site does not provide access to the Platform;does not offer subscriptions, user accounts, or log-in credentials; and does not enable the purchase, sale, orordering of any product or service.
3.2 Separate Platform Agreement. Access to and use of the Platform is available only to eligible businessesthat enter into a separate written subscription or license agreement with Catenics, together with any coverpages, order forms, schedules, documentation, and policies referenced in it (collectively, a "PlatformAgreement"). These Terms do not grant any right to access or use the Platform, and nothing on the Siteobligates Catenics to enter into a Platform Agreement with any person or entity. Catenics may decline to dobusiness with anyone in its sole discretion.
3.3 Order of precedence. If you or your company are a party to a Platform Agreement, that PlatformAgreement, and not these Terms, governs access to and use of the Platform. If there is any conflict betweenthese Terms and a Platform Agreement, the Platform Agreement controls.
3.4 Descriptions are not commitments. Descriptions on the Site of the Platform and its features, functionality,integrations, pricing, availability, or anticipated results are provided for general informational purposes, may be illustrative, and may change without notice. They are not an offer, a binding commitment, or a warranty ofany kind. Any commitments regarding the Platform will be set out exclusively in a signed Platform Agreement.
04. Business Audience; Eligibility
4.1 Business use. The Site is intended for business users in the beverage industry, including licensed beveragedistributors and their personnel, and for other business visitors. The Site is not directed to consumers.
4.2 Age. You must be at least 21 years of age to access or use the Site.
4.3 Platform eligibility. The Platform is offered only to properly licensed beverage distributors, and theirauthorized personnel, that satisfy Catenics' eligibility and onboarding requirements, which may includeverification of applicable federal, state, and local licenses and permits.
05. Regulatory Matters; No Legal Advice
5.1 Technology provider. Catenics provides technology. Catenics does not sell, purchase, take title to, ordeliver beverage products through the Site, and nothing on the Site is an offer to sell, or a solicitation of anoffer to buy, any alcoholic beverage or other beverage product.
5.2 No legal advice. Information on the Site, including any content regarding beverage alcohol laws,regulations, trade practices, or industry developments, is general information only and is not legal, regulatory,tax, or compliance advice. Each distributor and other industry member is solely responsible for its owncompliance with all applicable federal, state, and local laws, rules, and regulations, including thoseadministered by the Alcohol and Tobacco Tax and Trade Bureau and by state alcoholic beverage controlauthorities. You should consult your own counsel regarding your obligations.
06. Inquiries, Demonstration Requests, and Communications
6.1 Submissions. The Site may allow you to submit inquiries, request a demonstration, subscribe to updates,or otherwise contact us. You agree that the information you submit is accurate, current, and complete, andthat you are authorized to submit it, including any information about your company or colleagues.
6.2 No contract formed. Submitting an inquiry or request does not create a customer relationship or anycontract for the Platform, and does not obligate Catenics to respond, to provide a demonstration, or to enterinto a Platform Agreement.
6.3 Electronic communications. You consent to receive communications from us electronically, including byemail and by notices posted on the Site, and you agree that such electronic communications satisfy any legalrequirement that those communications be in writing. You may opt out of marketing emails as described inour Privacy Policy.
6.4 Confidential information. Please do not submit confidential or proprietary business information throughthe Site's general contact features. Unless and until you and Catenics enter into a written nondisclosureagreement or a Platform Agreement, information you submit through the Site will not be treated asconfidential, except that personal information will be handled as described in our Privacy Policy.
07. Feedback
If you provide ideas, suggestions, comments, or other feedback about Catenics, the Site, or the Platform("Feedback"), you grant Catenics a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid,sublicensable (through multiple tiers) right to use, reproduce, modify, distribute, and otherwise exploit thatFeedback for any purpose, in any media now known or later developed, without compensation or attributionto you. You represent and warrant that you have the right to provide any Feedback you submit and that its useby Catenics will not infringe the rights of any third party.
08. Limited License to Use the Site
Subject to your compliance with these Terms, Catenics grants you a limited, revocable, nonexclusive,nontransferable license to access and view the Site for the internal business purpose of learning about Catenicsand the Platform. You may print or download a reasonable number of pages for that purpose, provided youkeep all copyright and other proprietary notices intact. This license does not include any resale or commercialuse of the Site or its contents; any derivative use of the Site or its contents; or any use of data mining, robots,or similar data gathering and extraction tools. You may not frame or use framing techniques to enclose anytrademark, logo, or other proprietary information of Catenics, and you may not use any meta tags or other"hidden text" using Catenics' names or marks, without our express written consent. Any unauthorized useterminates the license granted by Catenics.
09. Intellectual Property
The Site and all content and materials on it, including text, graphics, logos, button icons, images, videos, pagelayouts, data compilations, and software, are the property of Catenics, its affiliates, or its licensors and areprotected by United States and international copyright, trademark, and other intellectual property laws. The name "Catenics," "Catenics Connex," “Supplier Cloud,” and other Catenics names, logos, designs, and phrasesare trademarks, service marks, or trade dress of Catenics or its affiliates and may not be used without our priorwritten permission. All other trademarks appearing on the Site are the property of their respective owners,who may or may not be affiliated with, connected to, or sponsored by Catenics; their appearance on the Sitedoes not imply endorsement. Except for the limited license in Section 8, no right, title, or interest in the Site orits contents is granted to you, whether by implication, estoppel, or otherwise.
10. Prohibited Uses
In connection with accessing or using the Site, you agree not to:
• use the Site in violation of any applicable law, regulation, or third-party right;
• access or use the Site if you are under 21 years of age;
• use any robot, spider, scraper, data mining tool, or other automated means to access, copy, or collect information from the Site without our prior express written permission;
• attempt to gain unauthorized access to the Site, the Platform, or any related systems or networks; probe, scan, or test the vulnerability of any of them; or circumvent any security or technical measures we use;
• interfere with or disrupt the operation of the Site, or impose an unreasonable or disproportionately large load on our infrastructure;
• transmit viruses, malware, or any other technology that may harm Catenics or the interests or property of others;
• submit false, inaccurate, misleading, or defamatory information, impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• distribute spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes, or harvest or otherwise collect information about others without their consent;
• copy, mirror, modify, reverse engineer, or create derivative works of any part of the Site, except as expressly permitted by these Terms; or
• use the Site or its contents to build, train, or benchmark a competing product or service.
11. Third-Party Links and Content
The Site may contain links to third-party websites, resources, or services over which Catenics has no control.Catenics is not responsible for the availability of those external sites or resources and does not endorse, and isnot responsible or liable for, any content, advertising, products, services, or other materials on or availablefrom them. Your use of any third-party site is at your own risk and subject to that site's terms and policies.
12. Site Availability and Changes
We may modify, suspend, or discontinue all or any part of the Site at any time, with or without notice, includingfor scheduled maintenance, security events, or legal or regulatory reasons. We do not guarantee that the Sitewill be available at all times or that it will be free of errors, delays, or interruptions inherent in the use of theinternet and electronic communications. Catenics will have no liability for any unavailability, suspension, ordiscontinuation of the Site. We may also suspend or terminate your access to the Site at any time if we believein good faith that you have violated these Terms.
13. Disclaimer of Warranties
THE SITE AND ALL CONTENT ON IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOURUSE OF THE SITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CATENICSDISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS,IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CATENICS DOES NOT WARRANT THAT THE SITE ORITS CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, OR THAT THE SITE IS FREE OFVIRUSES OR OTHER HARMFUL COMPONENTS. ANY WARRANTIES REGARDING THE PLATFORM AREPROVIDED, IF AT ALL, ONLY IN A SIGNED PLATFORM AGREEMENT.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CATENICS OR ITS PARENT,AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR LICENSORSBE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVEDAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF ORRELATING TO THE SITE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THETOTAL AGGREGATE LIABILITY OF CATENICS AND THE OTHER PERSONS LISTED ABOVE FOR ALL CLAIMSPage 4 of 6ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS(US $100.00). THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND DONOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
15. Indemnification
You will indemnify, defend, and hold harmless Catenics and its parent company, members, affiliates, andsubsidiaries, and their respective officers, directors, managers, employees, and agents, from and against anyclaims, suits, demands, investigations, actions, costs, fines, liabilities, losses, and expenses of any kind,including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your breach of theseTerms; (b) your misuse of the Site; (c) your violation of any law, regulation, or the rights of any third party; or (d) any information or Feedback you submit through the Site.
16. Governing Law
These Terms, and any dispute of any kind arising out of or relating to these Terms or the Site, are governed bythe laws of the State of Delaware, together with the Federal Arbitration Act and other applicable United Statesfederal law, without regard to conflict-of-laws principles.
17. Dispute Resolution; Binding Arbitration; Class and Jury Waiver
17.1 Informal resolution. If a dispute arises out of or relates to these Terms or the Site, you and Catenics willfirst consult with one another in good faith for at least thirty (30) days in an effort to resolve it informally.
17.2 Arbitration. Any dispute that is not resolved informally will be resolved exclusively by binding arbitrationrather than in court, except that (a) either party may assert qualifying claims in small claims court, and (b)either party may bring suit in the state or federal courts located in the State of Delaware to enjoin infringementor other misuse of intellectual property rights, and each party submits to the jurisdiction of those courts forthat purpose. The arbitration will be administered by the American Arbitration Association ("AAA") under itsCommercial Arbitration Rules, before a single arbitrator, and will take place in Wilmington, Delaware, unlessthe parties agree otherwise. There is no judge or jury in arbitration, and court review of an arbitration awardis limited; however, an arbitrator may award on an individual basis the same damages and relief as a court,including injunctive and declaratory relief, and must follow these Terms as a court would. Judgment on theaward may be entered in any court of competent jurisdiction.
17.3 Individual claims only. You and Catenics each agree that any dispute resolution proceeding will beconducted only on an individual basis and not in a class, consolidated, or representative action.
17.4 Jury waiver. If for any reason a claim proceeds in court rather than in arbitration, you and Catenics eachwaive any right to a jury trial.17.5 Initiating arbitration. To begin an arbitration proceeding, you must send a letter requesting arbitrationand describing your claim to Catenics, LLC, Attn: Legal 5668 ½ La Jolla Blvd, La Jolla, CA 92037 with a copy byemail to legal@catenics.com.
18. Changes to These Terms
We may amend these Terms at any time by posting the amended Terms on the Site and updating the "LastUpdated" date above. Because the Site does not maintain user accounts, amended Terms are effective when posted, and you agree to review these Terms periodically. Your continued access to or use of the Site afteramended Terms are posted constitutes your acceptance of them. Amendments to these Terms do not amendany Platform Agreement, which may be amended only as provided in that agreement.
19. General
19.1 Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreementbetween you and Catenics regarding the Site and supersede all prior or contemporaneous communicationsregarding the Site. These Terms do not supersede or modify any Platform Agreement or written nondisclosureagreement between you and Catenics. Any terms contained in a purchase order, email, or other document youprovide to Catenics regarding the Site will have no effect.
19.2 Severability. If any provision of these Terms is held unenforceable because it is excessively broad ornarrow in scope or duration, that provision will be deemed modified to the minimum extent necessary to makeit enforceable. If any provision is held invalid or unenforceable for any other reason, it will be severed, and theremaining provisions will continue in full force and effect.
19.3 No waiver. Catenics' failure to enforce any right or provision of these Terms, or to act with respect to abreach, will not constitute a waiver of that right or provision or of its right to act with respect to subsequent orsimilar breaches.
19.4 Assignment. You may not assign or transfer these Terms without our prior written consent. Catenics mayassign these Terms, in whole or in part, at any time without notice.
19.5 Relationship of the parties. Nothing in these Terms creates any partnership, joint venture, agency,franchise, employment, or fiduciary relationship between you and Catenics.
19.6 Force majeure. Catenics will not be liable for any failure or delay in performance resulting from causesbeyond its reasonable control, including acts of God, natural disasters, war, criminal acts of third parties,cyberattacks, utility or internet failures, labor disturbances, or governmental action.
19.7 Headings; language. Headings are for reference only and do not limit the scope of any section. TheseTerms are written in English; if Catenics provides a translation, the English version controls.
19.8 Survival. Sections 7, 9, and 13 through 19 survive any termination of your access to the Site.
20. Contact Us
If you have questions about these Terms or would like information about the Platform, please contact Catenics,LLC at legal@catenics.com or by mail at Catenics, LLC. Attn: Legal 5668 ½ La Jolla Blvd, La Jolla, CA 92037.