BottleRoom 3 Usage Agreement
This agreement (“Agreement”) is made by and between Grocer Green, Inc., doing business as BottleRoom 3 (“BottleRoom 3” or “we”), and your store (“Store” or “you”) (each a “Party” or jointly, “Parties”) for the use of BottleRoom 3’s coupon and discount website, app, related services, and all associated content, including any features, graphics, text, images, photos, audio, video, and computer code (collectively and including content, “Services.”) This Agreement is executed by registering on the site and checking you accept.
I. Description of the Services
BottleRoom 3 promotes and streamlines the operation of your liquor store. BottleRoom 3 reaches out to Consumers through its website and App, providing those Consumers with information on special deals, promotions, and discounts in the Store. When a Consumer enters the Store, the App will provide the Consumer with approximately fifteen Deals to use in that store—comprised of Deals from Product Representatives and the Store—for beer, wine, and spirits. To encourage additional sales, these Deals are based upon the individual Consumer’s purchase history.
Furthermore, when Deals are redeemed by Consumers, BottleRoom 3 provides you with reimbursements for the Product Representatives’ Deals, handling the hassle of recovering the value of those Deals yourself from the Product Representatives.
“App”: BottleRoom 3’s mobile app, which allows Consumers to access Deals.
“Consumer”: A liquor store shopper who uses the app.
“Deals”: All discounts from the manufacturers and stores.
“Loyalty Program”: An optional feature that streamlines the Store’s process to provide information for reimbursements and incentivizes further purchases by Consumers through loyalty offers based upon purchase amounts and frequency.
“Product Representative”: All manufacturers (whether distiller, brewer, etc.), wholesalers, and distributors (other than the Store).
“Redemption”: The act of a Consumer using a deal at the register of the liquor store and the check-out clerk at that store discounting the purchase.
“Reimbursement”: BottleRoom 3’s payment of Product Representative’s Deals after the Store has provided necessary documentation to validate the purchase.
III. Obligations of Parties
A. Responsibilities of BottleRoom 3
Under this Agreement, BottleRoom 3 will:
- Maintain the App, available to Consumers and the Store, to provide Consumers Deals and allow the Store to disseminate its own Deals.
- Maintain a website, including a portal for access by the Store, to allow the Store to offer Store-specific Deals.
- Within 15 days of receiving valid purchase data (when downloading POS data) reimburse the Store for Product Representative Deals in accordance with the Product Representative’s reimbursement procedures. Every effort will be made to make reimbursements when paper receipts are provided, but they may be delayed to within 30 days.
B. Responsibilities of the Store
Under this Agreement, the Store will:
- Pay the yearly fee for the Services. The fee is due in one payment upon execution of this Agreement and in each subsequent year on or before the month and day this Agreement is executed. This fee is currently $185.00. Any pricing changes are available through the website.
- Promote the Services, including encouraging Consumers to download and use the App, through signage, handouts, and other marketing materials provided by BottleRoom 3.
- Establish all necessary point of sale system configurations with standard discount amounts (e.g., $5 off, $10 off, 5% off, etc.) as provided by BottleRoom 3.
- Follow all documentation requirements of BottleRoom 3 concerning Redemptions, as follows:
C. Relationship between the Parties
The Parties here are separate entities and operate as independent contractors. This Agreement does not create an employment relationship, joint venture, partnership, or any agency relationship. Neither Party has authority to bind the other to any agreement outside of actions permitted in this Agreement.
IV. Privacy and Consumer Information
A. Purpose and Protection of Personal Information
The success of your Store is dependent upon maintaining your Consumers and attracting new ones. BottleRoom 3 understands this and respects the privacy of your business and your Consumers.
When a Consumer approaches or enters your Store, he or she will receive several Deals. These Deals will consist of Product Representative Deals and, if you choose, Store Deals. The Deals will be determined by a BottleRoom 3 proprietary algorithm designed to maximize the Consumer’s purchases, based upon: Deals available to all Consumers, aimed at selling specific product; Deals aimed at expanding the products a Consumer purchases; Deals aimed at maintaining purchase habits of a Consumer; Deals that reward a Consumer for the amount of their purchases or the number of times the Consumer visits the Store (through data collected from the Loyalty Program); and day-of-the-week Deals.
To allow this customization and the processing of reimbursements, BottleRoom 3 must collect and retain certain information from your Store concerning your Consumers, including Deals redeemed, the time and date of the redemption, the items purchased, and the identity of the App user.
BottleRoom 3 takes the privacy of this information very seriously. We do not provide your individualized Consumer information to other liquor stores. A Consumer who uses the App for multiple liquor stores will have all his or her purchase information consolidated to determine the appropriate items for Deals for that Consumer. This process does not involve any other liquor store having direct access to your individualized Consumer information.
B. Use of Non-Personally Identifiable Information
Non-personally identifiable information is information that does not specifically identify you or your Consumers. BottleRoom 3 may collect such information, such as information concerning access of the Services, including the computer/mobile device and web-browsing software used. This information assists us in providing the Services.
BottleRoom 3 may also aggregate Consumer information—removing personally-identifiable information—to analyze spending habits and other data to improve the Services. BottleRoom 3 reserves the right to share that information with its business parties or other third parties to better understand purchasing trends and use of the App.
C. Disclosure to Protect Rights
BottleRoom 3 reserves the right to disclose your personal information to protect its rights, or comply with state or federal laws, judicial proceedings, or a court order. It also reserves the right to share information to investigate, prevent, or take action regarding suspected illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of this Agreement, or as otherwise required by law.
D. No Unsolicited Personal Information Requests
BottleRoom 3 will never ask you for your personal information in an unsolicited letter, call, or e-mail. If you contact our customer service, it will only use your personal information if necessary to fulfill a request by you.
E. Cookies and Locally Stored Data
Cookies are small text files that a website writes onto your computer or smartphone. Smartphone apps also provide the ability to store local data on your device. BottleRoom 3 use these to allow faster and easier access to your account information, monitor traffic on the site, and measure traffic patterns to improve functionality. The Services may contain electronic images known as web beacons or other advanced technologies that are useful in providing you Services.
The security of our Services is important to us and BottleRoom 3 uses reasonable efforts to secure any information you provide to our systems. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, we do not and cannot guarantee your security. As with disclosure of any information electronically, there is a risk that any information you disclose by use of the Services could be collected or used by others. This could result in unsolicited messages from third parties or use of such information by third parties for their own purposes, legal or illegal.
G. Waiver of Liability
BottleRoom 3 is committed to protecting your privacy and, when involving third parties, we limit our interactions to third parties which we have confidence will not misuse your information. However, we cannot guarantee certainty over wire communications that are, by their nature, are not certain. You agree that we are not responsible for any misuse of information by other individuals or entities, whether such misuse is through negligence, intentional misconduct, or any action or inaction by another.
V. Use of the Services and Intellectual Property
A. Limited Use of Services
The Services are only for the uses specified in this Agreement. You may not use the Services in connection with any commercial endeavors outside of this Agreement. BottleRoom 3 reserves the right to investigate and take legal action in response to illegal and/or unauthorized uses of the Services, including illegal use of the Services and unauthorized access of or linking to the Services.
B. No Infringement
You agree BottleRoom 3’s Services contain proprietary information and material that is owned by BottleRoom 3 and is protected by applicable intellectual property and other laws, including but not limited to trademark, copyright, patent, and trade secret laws. BottleRoom 3’s ownership extends to all content, features, and functionality on the website, through the app, and in all other communications, that is protected or protectable under the law. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted in this Agreement or otherwise in writing by an authorized agent of BottleRoom 3. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services in any manner, and you shall not exploit the Services in any unauthorized way. In no way should your use of the Services be construed to diminish BottleRoom 3’s intellectual property rights or be construed as providing you a license or the ability to use the Services in any context other than as expressly permitted under this Agreement.
C. Prohibited Activities
Stores shall not engage in the following activities:
- Use the Services for any unlawful activities or in violation of any laws, regulations, contractual provisions, or parking restrictions;
- Use the Services to promote violence, degradation, subjugation, discrimination, or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;
- Access a Consumer’s or another store’s account without permission;
- Publish or allow to be published malicious code intended to damage any mobile device, browser, computer, server, or network hardware;
- Spam any comments section with offers of goods and services, or inappropriate messages;
- Use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Services;
- Decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services; or
- Solicit passwords or personal identifying information for commercial or unlawful purposes from other Stores or Consumers, or disseminate another person’s personal information without his or her permission.
VI. Notices and Disclaimers
A. Reimbursement Process
BottleRoom 3 validates Redemptions and issues Reimbursements by matching the date/time and location the App provided the Consumer the Deal, the date/time and location the Consumer selected her or she intended to use the Deal; the corresponding point of sale data or receipt; the specifics of the Deal (including the item identified and the period the Deal is valid); the item purchased; and the discount code used (determining the amount of the discount). BottleRoom 3 will utilize best efforts to work with you to issue Reimbursements. However, BottleRoom 3 is under no obligation to issue Reimbursements where the Store does not provide full, accurate, or corresponding information concerning a discounted sale.
B. Notice and Disclaimers
BottleRoom 3 operates for the limited purpose of assisting in the promotion of your Store through Store and Product Representative Deals, and by streamlining the processing of Product Representative Reimbursements. It does not provide any guarantees beyond what is provided in this Agreement. In particular, when using the BottleRoom 3’s Services, you acknowledge and accept the following:
- BottleRoom 3 does not investigate, confirm, or endorse any Product Representative Deals. If a Product Representative rejects or otherwise refuses to reimburse a Deal for any reason, BottleRoom 3 is not responsible for and will not pay that reimbursement to the Store. Furthermore, although BottleRoom 3 will assist the Store to resubmit the request if additional information is required, BottleRoom 3 is not responsible for: disputing a Product Representative’s refusal to issue reimbursement, or taking formal (including legal) or informal action against a Product Representative as a result.
- BottleRoom 3 will utilize best efforts to promptly correct any technical or customer service issues with your account, the website, and the App. BottleRoom 3 does not, and cannot, make any further or specific guarantees or representations in that regard.
- BottleRoom 3 is not responsible for any damages, including lost profits, stemming from interruption or delay of the Services.
- BottleRoom 3 does not confirm the age of those who use the App. The Store remains solely liable for confirming Consumers are legally permitted to purchase alcohol.
- The Store is solely responsible for any tax consequences or legal restrictions or obligations that pertain to or arise from use of the Services.
A. Right to Terminate
Either Party may terminate the Services at any time for any reason. The Party terminating the Services will provide the other Party a notice of termination in writing. Yearly fees for the Services will not be refunded.
This Agreement will be automatically renewed each year. You agree to inform BottleRoom 3, in writing, no less than thirty (30) days in advance of the yearly renewal date—which is the month and day of the signature of this Agreement (when the signatures are not dated the same date, the latter of the two dates) of the present year—to cancel renewal of this Agreement. Failure to do so will result in renewal for an additional year.
C. Liability for Misuse or Breach of Agreement
If the Store misuses the Services or breaches the terms of this Agreement—including misuse or misappropriation of intellectual property, illegal or prohibited use of the Services, or failure to pay for the Services—the Store agrees to indemnify BottleRoom 3 for any expenses, costs, or other fees (including attorney and collection fees) incurred to recover damages or enforce rights against the Store, and agrees to indemnify and defend BottleRoom 3 for any expenses, costs, or other fees (including attorney and collection fees) incurred pursing or defending against claims relating to a third party.
D. No Right to Services
The Store neither possesses nor retains any ownership of or rights to the Services or any content generated by the BottleRoom 3 or the Store through BottleRoom 3’s Services. Upon termination, the Store has no right to access or have any information returned.
Sections IV-VIII of this Agreement survive after termination.
VIII. General Provisions
A. Successors and Assignees
A Party may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of the Party’s ownership or assets. Upon such an assignment, all assignees and successors are bound by the terms of this agreement, including all waivers and obligations herein.
The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Service shall be binding arbitration administered by the American Arbitration Association. Stores may not under any circumstances commence or maintain against BottleRoom 3 any class action, class arbitration, or other representative action or proceeding. Parties understand and accept that, by agreeing to arbitration, the Parties are foregoing their access to a trial by jury.
C. Governing Law and Venue
This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. The venue for any disputes including mediation, arbitration, or litigation shall be Denver, Colorado. Each Party agrees to waive the following defenses to any action brought in Colorado: forum non conveniens and lack of personal jurisdiction.
If one Party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either Party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that Party retains the right to enforce that term or provision at a later time.
If any provision of this Agreement is invalid or unenforceable, whether by the decision of an arbitrator or court, by passage of a new law, or otherwise, the remainder of this Agreement will remain in effort. The Parties agree this Agreement and that provision, where possible, will be construed and enforced to the extent possible and consistent with the purpose of this Agreement.
The Parties agree to be bound by this Agreement by their signatures below. From time to time, BottleRoom 3 may update or modify the terms of this Agreement. Notification of modifications may be provided via mail, e-mail, or on the website, at BottleRoom 3’s sole discretion. The Store’s continued use of the Services constitutes acceptance of the new terms.
G. Understanding of Agreement
Parties acknowledge they understand the terms and conditions of this Agreement. Parties also acknowledge that they could discuss these provisions with a lawyer at their own expense prior to entering into this Agreement, and have either done so or chosen not to do so in entering this Agreement. Regardless of that choice, Parties intend to be fully bound by this Agreement.
H. Entire Agreement
This Agreement constitutes the entire agreement between the Parties, and supersedes all prior agreements, representations, and understandings, oral or written, between the parties.