F&B Insights – Terms of Service

Terms of Service

Welcome to F&B Insights. These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “F&B Insights Services”).

The F&B Insights Services are offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at https://overproof.com/privacy-policy/), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the F&B Insights Services (collectively, the “Terms”). When accepted by you, these Terms form a legally binding contract between you and F&B Insights (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE F&B INSIGHTS SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE F&B INSIGHTS SERVICES.

F&B Insights may, in its sole discretion, elect to suspend or terminate access to, or use of the F&B Insights Services to anyone who violates these Terms. If, applicable, you register for a free trial of the F&B Insights Services, the applicable provisions of these Terms will govern that free trial.

The original language of these Terms is English. F&B Insights may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

Definitions

Term	Definition
Account	the primary means for accessing and using the F&B Insights Services;
Authorization	any set of rights and privileges on F&B Insights website;
Beta Service	a feature or functionality of F&B Insights Services that is in development or has not been released as a final product which F&B Insights has made available to Client for testing and evaluation;
Client	a natural or legal person who has accepted these Terms with the F&B Insights, which may include a Data Buyer, Retailer or Industry Member;
Client Data	files and any other digital data and information, which is subjected to the F&B Insights Services or otherwise inserted to the Platform;
Content	any data and information available through F&B Insights Services or contained within the Platform;
Data	the information provided by a Retailer to F&B Insights, which F&B Insights will sell to a Client or Data Buyer;
Data Buyer	the Client who purchases the Data from F&B Insights;
Fee	payment to F&B Insights;
Files	documents of any kind (images, spreadsheets, text files, etc.) that are inserted to F&B Insights;
Free Trial	temporary access for the purposes of trying out the Web Site and F&B Insights Services without paying a Fee;
Guidelines	additional guidelines or rules applicable to specific Features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the F&B Insights Services;
Fair Market Value (“FMV”) F&B Insights, LLC	the price the Data would sell for on the open market assuming that both buyer and seller are reasonably knowledgeable about the asset, free from undue pressure. F&B Insights, LLC, a private limited liability company organizer under the laws of the State of Florida;
F&B Insights Materials	the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, including menu data, and all other elements of the F&B Insights Services;
F&B Insights Services	;">the Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform;
Industry Member	Includes any person engaged in business as a distiller, brewer, rectifier, blender, or other producer, or an importer or wholesaler, of distilled spirits, wine, or malt beverages, or as a bottler, or warehouseman and bottler, of distilled spirits;
Platform Retailer Services Sensitive Information	the F&B Insights user experience, which includes but is not limited to, access to offering for sale, selling and buying Data; >an entity that holds an alcohol beverage retail license, to sell alcoholic beverages for on-premise or off-premise consumption in any state; the offerings of F&B Insights on the Platform; means credit or debit card numbers; financial account numbers or wire instructions; government-issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection;
Special Terms	any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;
User Web Site	the authorized individual using F&B Insights; the compilation of all web documents (including images, php and html files) made available via ww.fbinsights.com or its sub domains or domains with identical names under other top domains and owned by F&B Insights.

Authority to Enter into These Terms with F&B Insights

The use of the F&B Insights Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the individual signing must be authorized to sign on behalf of the legal entity and the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first:
1. the person has received the confirmation of the creation of the Account and necessary credentials from F&B Insights in order to log in to his/her/its Account; or
2. for those F&B Insights Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
You may not, without F&B Insights’ prior written consent, access the F&B Insights Services (i) for production purposes, (ii) if you are a competitor of F&B Insights, (iii) to monitor the availability, performance or functionality of the F&B Insights Services or (iv) for other benchmarking or competitive purposes. Once accepted, these Terms remain effective until terminated as provided for herein.
Modifications to Terms

F&B Insights reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the F&B Insights Services. Please check these Terms periodically for changes. Your continued use of the F&B Insights Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the F&B Insights Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and F&B Insights will be governed by the Terms in effect at the time such dispute arose.

Our Responsibilities

Provision of F&B Insights Services

F&B Insights will (a) make the F&B Insights Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the F&B Insights Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the F&B Insights Services available 24 hours a day, 7 days a week, except for:

(i) planned downtime (of which F&B Insights shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond F&B Insights’ reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

Protection of Client Data

F&B Insights will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by F&B Insights personnel except (a) to provide the F&B Insights Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.

F&B Insights may use service providers to perform the Services. F&B Insights will make commercially reasonable efforts to ensure that data transfers to service providers meet requirements applicable to Clients’ processing of data and will provide information on such data transfers in these Terms for Client’s consideration.

By agreeing to these Terms, the Client authorizes the F&B Insights (a general written authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679) to engage the following service providers for the purposes of performing the Services. If required by law, F&B Insights shall provide 10 business days advance notice before engaging any new service providers under the F&B Insights’ general authorization.

List of service providers processing Client Data

Processor	Entity country	Transfer mechanism	Applicable Service	Type of personal data
Amazon Web Services, Inc	USA / Europe	DPA + SCCs Module 3 for Client Data	Hosting and CDN services in Europe and the USA, depending on Client location	All Client Data stored by Clients as defined in our ToS
Cloudflare, Inc.	USA / Europe	DPA + SCCs Module 3 for Client Data	Content distribution, security, abuse prevention, and DNS services for web traffic transmitted to and from the Services. This allows F&B Insights to efficiently manage traffic and secure the Services	End-User or Agent IP address
Google	USA / Europe	DPA + SCCs Module 3 for Client Data	Hosting and CDN services in Europe and the USA, depending on Client location. Machine learning processing. Google Places API	All Client Data stored by Clients as defined in our ToS
Microsoft	USA / Europe	DPA + SCCs Module 3 for Client Data	PowerBI Analytics, Data structuring	All Client Data stored by Clients as defined in our ToS

Using the F&B Insights Services

1. Establishing an Account
  
  Certain features, functions, parts or elements of the F&B Insights Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:
  1. complete the sign-up form on the Web Site; and
  2. accept these Terms.
    
    Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.
    
    If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. F&B Insights is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, F&B Insights may, in its discretion, request additional information or proof of the person’s credentials. If F&B Insights is not certain if a User has been granted Authorization, F&B Insights may, in its sole discretion, prevent such User from accessing the F&B Insights Services.
    
    A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.
    
    The Client and any User associated with an Account must provide F&B Insights with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.
2. Logging Into an Account
  
  F&B Insights shall provide Client with a username and password (“Login Credentials”) to be used to log in to its Account unless the Client uses the single sign-on Feature or another service to log in. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will
  
  be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify F&B Insights:
  1. of any disclosure, loss or unauthorized use of any Login Credentials;
  2. of a User’s departure from the Client’s organization;
  3. of a change in a User’s role in the Client’s organization;
  4. of any termination of a User’s right for any reason.
3. Termination of Account
  
  Client may terminate these Terms at any time as provided in Section 17.
  
  F&B Insights shall permanently delete the Account within six months of the effective date of the termination.
4. Fees

Fees are non-refundable, i.e., there are no refunds or credits. The fee will depend on an accepted offer by a Data Buyer. F&B Insights will accept the amount due and pay the applicable party related payments, less a fee retained by F&B Insights.

All fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

1. Payment Card Authorization
  
  F&B Insights may seek pre-authorization of Client’s payment card account prior to your purchase of F&B Insights Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein, and authorize F&B Insights to charge all sums described in these Terms to such card account. You agree to provide F&B Insights updated information regarding your payment card account upon F&B Insights’ request and any time the information earlier provided is no longer valid.
2. Direct Debit Payments
  
  In some markets F&B Insights may, if Client elects, request that Client complete a direct debit mandate to enable direct debit payments. In such cases F&B Insights shall comply with all applicable national rules and regulations related to direct debit payments. We use Stripe and Plaid to process your Credit Card and Direct Debit payments.
  
  More information on how Stripe and Plaid processes your personal data and your data protection rights, including your right to object, is available at:
  - https://stripe.com/legal/ssa
  - https://plaid.com/legal/
3. Electronic Invoice
  
  If F&B Insights has not sought pre-authorization of your payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.
4. Overage Charges

Upon delay with any payments, F&B Insights may require the Client to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due shall be 1% per month; provided, however, if any interest paid to F&B Insights is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of amounts owing under Section 6.2. Upon calculation of the penalty for late payment, one year shall be deemed to contain 365 calendar days.

Client data
1. Uploading Client Data to Platform
  
  If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the F&B Insights Services by F&B Insights. By uploading Client Data to the Platform, Client authorizes F&B Insights to process the Client Data. The Client is responsible for ensuring that:
  1. the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of F&B Insights, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
  2. the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.
2. No Guarantee of Accuracy
  
  F&B Insights does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the F&B Insights Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not F&B Insights, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the F&B Insights Services, as well as for any actions taken by the F&B Insights or other Clients or Users as a result of such Client Data. F&B Insights is relying upon the Retailer and its accuracy but F&B Insights is not responsible for the accuracy or completeness of any Data.
3. Sensitive Information and Unlawful Client Data
  
  You will not use the F&B Insights Service in any way that violates these Terms, to process Sensitive Information, or Client Data that in any manner is prohibited by law.
  
  F&B Insights is not obliged to pre-screen, monitor or filter any Client Data or its processing by the Client in order to determine if it is Sensitive Information or unlawful in nature. However, if the F&B Insights has reason to believe that the Client is processing unlawful Client Data or Sensitive Information, or the action of its processing is unlawful by in nature, F&B Insights has the right to:
  1. notify the Client of such unlawful Client Data or sensitive Information;
  2. deny its publication in the F&B Insights Services;
  3. demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
  4. temporarily or permanently remove the unlawful Client Data, or Sensitive Information from the F&B Insights Services, restrict access to it or delete it.
  If F&B Insights is presented convincing evidence that the Client Data is not unlawful or Sensitive Information, F&B Insights may, at its sole discretion, restore such Client Data or Sensitive Information, which was removed from the F&B Insights Services, Account or access to which was restricted.
  
  In addition, in the event the F&B Insights believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, or is Sensitive Information, the F&B Insights may (but has no obligation), to remove such Client Data at any time with or without notice.
  
  Without limiting the generality of the preceding sentence, F&B Insights Inc complies with the Digital Millennium Copyright Act and will remove Client Data from the Platform upon receipt of a compliant takedown notice.
  
  The F&B Insights Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the F&B Insights Services where your communications would be subject to such laws. You may not use the F&B Insights Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA). Nothing contained in this section limits the usage restrictions specific to Sensitive Information under the Terms.
  
  No Sensitive Information. YOU ACKNOWLEDGE THAT THE F&B INSIGHTS SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE F&B INSIGHTS SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.
4. Compelled Disclosure
  
  F&B Insights may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, F&B Insights will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If F&B Insights is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which F&B Insights is a party, and Client is not
  
  contesting the disclosure, Client will reimburse F&B Insights for its reasonable cost of compiling and providing secure access to that confidential information.
Services
1. Use of the F&B Insights Services
  
  Subject to these Terms, and the payment of the applicable service Fee, F&B Insights grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the F&B Insights Services to:
  1. collect, store and organize Client Data, such as add new Persons and Organizations, create Pipelines and add Stages into these Pipelines, generate reports based on Client Data, add Deals into Stages and monitor their evolvement through the next Stages, add Products to be offered for sale to Persons and Organizations; add new Users and grant them Authorizations, assign Activities to a particular User;
  2. modify and delete Client Data;
  3. customize the standard Features or functionality of the F&B Insights Services;
  4. receive reasonable help and guidance and from F&B Insights regarding the use of the F&B Insights Services.
    
    If F&B Insights determines Client usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any Features or functionality to be significantly excessive in relation to other Users, F&B Insights reserves the right to suspend respective Client Account, (or part thereof) until Client assures F&B Insights that Client shall refrain from further abuse of the Services.
2. Technical Support
  
  F&B Insights shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. F&B Insights shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient or may not occur at all.
3. Modifications to Service
  
  F&B Insights reserves the right to modify the F&B Insights Services or any part or element thereof from time to time without prior notice, including, without limitation:
  1. rebranding the F&B Insights Services at its sole discretion;
  2. ceasing providing or discontinuing the development any particular F&B Insights Service or part or element of the Platform temporarily or permanently;
  3. taking such action as is necessary to preserve F&B Insights’ rights upon any use of the F&B Insights Services that may be reasonably interpreted as violation of F&B Insights’ intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
    
    As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the F&B Insights Services, will become effective thirty (30) days before the effective date of such modification.
    
    If the Client does not accept the modification, the Client shall notify F&B Insights the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the F&B Insights Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. F&B Insights shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the F&B Insights Services, or any part or element thereof.
4. Additional Features
  
  F&B Insights may from time to time make additional Features available through the F&B Insights Services, which may be subject to Additional Terms. The Client's use of any such Feature is subject to their acceptance of Additional Terms presented within the relevant Feature or these Terms of Service.
  
  Google Maps processes address data into Google Maps links. Users are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy). Emails sent to F&B Insights are processed by Gmail in accordance with the Google Terms of Service .
5. Beta Services
  
  F&B Insights may offer certain features of functionality for the purpose of testing and evaluation ("Beta Service" or “Beta Services”). The F&B Insights reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to the Client. The Client agrees that the F&B Insights will not be liable to the Client or to any third party for any harm related to, arising out of the Client's use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
Data Processing Contract

For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and the F&B Insights as the data processor. The Client hereby instructs the F&B Insights to process the data as described in these Terms.
1. Subject matter and nature of processing
  
  The F&B Insights provides the Platform where the Client, as the data controller, can collect, store and organize the personal data of data subjects determined by the Client.
  
  The Platform has been designed to work as a sales CRM tool but, to the extent not regulated by these Terms, the Client decides how they use the Platform.
2. Duration
  
  The F&B Insights will process data on behalf of the Client until the termination of the F&B Insights Services in accordance with these Terms. Upon termination and assuming the Client has had a paid Account, the F&B Insights will store the Client’s data for a period of six months, should the Client wish to reopen the Account to resume the use of the F&B Insights Services or to export Client Data, unless instructed otherwise by the Client. The content of closed Free Trial Accounts, if applicable, are deleted within 30 days of the date of closure. After the aforementioned periods, Contents of the Accounts may still be kept
  
  as part of the F&B Insights' technical server archival backups for an additional three months. The F&B Insights deletes or returns all the personal data to the controller after the end of the provision of services relating to processing and deletes existing copies unless Union or Member State law requires storage of the personal data.
3. Parties’ rights and obligations
  
  The Client’s rights and obligations regarding Client Data are provided in sections 4 through 10 of these Terms. The F&B Insights ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  
  The F&B Insights takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. The F&B Insights undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.
Restrictions
1. Prohibited Activities
  
  Client and its authorized Users may use the F&B Insights Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
  1. use the F&B Insights Services or any part or element thereof to commit a crime, breach any applicable law, including applicable alcohol beverage control laws, regulations, advisories or opinions, or entice or invite others to carry out such actions;
  2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the F&B Insights Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the F&B Insights is not permitted by that applicable law to exclude or limit the foregoing rights;
  3. use the F&B Insights Services or any part or element thereof unless it has agreed to these Terms.
2. Certain Uses Require F&B Insights Consent
  
  The Client or any User may not, without F&B Insights’ prior express written consent (e-mail, fax, Skype, etc.):
  1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the F&B Insights Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
  2. use the F&B Insights Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
  3. use the F&B Insights Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by F&B Insights.
3. Trade Control Compliance
  
  The Client, any user or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the F&B Insights Services:
  1. Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with, U.S., EU, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Department of State (collectively, “Sanctions”), and U.S., EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the U.S. Departments of Commerce and State (collectively, “Trade Controls”).
  2. Third Party shall take no action, directly or indirectly, that would cause F&B Insights or any of its subsidiaries or affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Trade Controls.
  3. Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export-related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or OFAC’s Sectoral Sanctions Identifications List (the “SSI List”), (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any economic or financial sanctions by any Governmental Authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Crimea Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any Person or Persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the F&B Insights Services to any Persons described in clauses (i)-(iii).
  4. Third Party will promptly notify F&B Insights if Third Party or any personnel employed by or affiliated with Third Party (i) commits any actual or potential breach of Trade Controls relation to the F&B Insights Services, or (ii) becomes a Restricted Person.
  5. F&B Insights shall have the right to immediately terminate the access to, or use of the F&B Insights Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party takes any action in violation of the provisions described herein or if F&B Insights determines, in its sole discretion, that the Third Party’s continued use of the F&B Insights Services could violate Trade Controls.
Privacy

F&B Insights takes the privacy of its Clients and Users very seriously. F&B Insights’ Privacy Policy at https://overproof.com/privacy-policy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs F&B Insights’ collection, use, and disclosure of Client’s or User’s personal information.
Intellectual Property Rights
1. F&B Insights’ Intellectual Property Rights in the F&B Insights Services
  
  The F&B Insights Services, F&B Insights Materials, F&B Insights trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by F&B Insights and its third-party vendors and hosting partners. F&B Insights Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. F&B Insights, its affiliates and licensors retain all right, title and interest in such F&B Insights Services, F&B Insights Materials, F&B Insights trade names and trademarks, and any parts or elements. Your use of the F&B Insights Services and F&B Insights Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the F&B Insights Materials is strictly prohibited unless you have received the express prior written permission from F&B Insights or the otherwise applicable rights holder. F&B Insights reserves all rights to the F&B Insights Services, F&B Insights Materials and F&B Insights trade names and trademarks not expressly granted in the Terms.
2. Content Owned by F&B Insights
  
  Subject to these Terms and the payment of the applicable service Fee, F&B Insights grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the F&B Insights Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the F&B Insights Services or as otherwise permitted by applicable law.
3. Client Data
  1. F&B Insights may use Client Data in an aggregated or anonymized format for research, analytics, educational and other similar purposes. F&B Insights may not otherwise use or display Client Data without Client’s written consent. F&B Insights respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the F&B Insights Services does not grant F&B Insights the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for F&B Insights’ commercial, marketing or any similar purpose. Client expressly grants F&B Insights the right to use and analyze aggregate system activity data associated with use of the F&B Insights Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the F&B Insights Services operate, and to create new Features and functionality in connection with the F&B Insights Services in the sole discretion of F&B Insights.
  2. Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the F&B Insights Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize F&B Insights to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended Features and functionality of
    
    the F&B Insights Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, F&B Insights’ or any F&B Insights Licensee’s use of such Client Data pursuant to these Terms, and F&B Insights’ or any F&B Insights Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by F&B Insights to any third party for the performance of any F&B Insights Services Client has chosen to be performed by F&B Insights or for the exercise of any rights granted in these Terms, unless Client and F&B Insights otherwise agree.
4. Feedback
  
  If Client or a User provides F&B Insights with any comments, bug reports, feedback, or modifications for the F&B Insights Services (“Feedback”), F&B Insights shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the F&B Insights Services.
  
  Client or User (as applicable) hereby grants F&B Insights a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. F&B Insights shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the F&B Insights deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
Third-Party Sites, Products and Services

The F&B Insights Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, F&B Insights does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, F&B Insights makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites.

ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by F&B Insights. By using any community marked code or libraries in your software development, you acknowledge and agree that F&B Insights is not in any way responsible for the performance or damages caused by such community provided code or library.
Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE F&B INSIGHTS SERVICES, F&B INSIGHTS MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH

OR THROUGH THE F&B INSIGHTS SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE F&B INSIGHTS SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE F&B INSIGHTS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE F&B INSIGHTS SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE F&B INSIGHTS SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE F&B INSIGHTS SERVICES, F&B INSIGHTS MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, COMPLIANCE WITH APPLICABLE LAWS, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Indemnification
1. General Indemnification
  
  You agree to defend, indemnify and hold harmless F&B Insights and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the F&B Insights Services, F&B Insights Materials, representations made to the F&B Insights, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. F&B Insights reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify F&B Insights, and you agree to cooperate with such defense of these claims.
2. Alcohol Beverage Compliance
  
  F&B Insights understands and appreciates that various laws and regulations, including but not limited to alcohol beverage control laws, govern the Retailer and Industry Member. F&B Insights allows Data Buyers,
  
  who may be Industry Members, to purchase Data. F&B Insights will do its part to assist Clients with compliance, though compliance with applicable laws does ultimately rest with the Users.
  
  You may not use the F&B Insights Services in violation of the Federal Alcohol Administration Act of 1935, as amended, or any other federal, state or local laws and regulations, including but not limited to those administered by the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) or any state alcohol beverage control board.
  
  Data Buyers are purchasing Data only. All Users represent and warrant that: (i) it will not condition any purchase or agreement to F&B Insights may not be used to, in any way, request or influence a Retailer to purchase, sell or serve any particular alcoholic beverages; (ii) any fees paid or received, including for use of and through the F&B Insights Services, is not conditioned in any way upon any Retailer’s purchase or agreement to purchase any alcohol beverage products produced, sold or offered for sale by any alcohol beverage Industry Member; and (iii) any funds received/paid or services provided/received is not and will not be used to induce any Retailer to purchase any of Industry Member’s products to the exclusion of any competitive products. You agree to defend, indemnify and hold harmless F&B Insights and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of the use or misuse of the F&B Insights Services.
  
  F&B Insights represents and warrants that it holds no retail licensee for the sale of alcohol beverage products, and no officer, director, manager, owner, or employee of any retail licensee has any ownership interest in F&B Insights; neither F&B Insights, nor any officer, director, manager, owner, or employee of F&B Insights, own or have any direct or indirect interest in any Retailer, except for ordinary investments in publicly-traded companies.
Limitation of Liability
1. No Liability
  
  F&B Insights shall not be liable to the Client or User for any consequences resulting from:
  1. any use of F&B Insights Services;
  2. any modifications in these Terms, calculation and rates of Fees, the F&B Insights Services, F&B Insights Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the F&B Insights Services or F&B Insights Material;
  3. deletion of, corruption of, or failure to store any Client Data;
  4. use of Client Data by the Client or any of the Users associated with the Account;
  5. upgrading or downgrading the current Plan;
  6. any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;
  7. the Client’s use of the Account or the F&B Insights Services by means of browsers other than those accepted or supported by the F&B Insights;
  8. the application of any remedies against the Client or authorized Users by the F&B Insights, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the F&B Insights Services or any part or element thereof;
  9. the differences between technologies and platforms used for access, for example if certain Features, functions, parts or elements of the F&B Insights Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
  10. the F&B Insights’ application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards
    
    In addition, F&B Insights and its affiliates shall not be liable to the Client for any claim by any User, person, organization or third persons against the Client arising out of the Client’s failure to:
    1. provide F&B Insights with accurate information about the Client, Users or Account;
    2. notify F&B Insights of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
    3. provide any Products which it has agreed to provide to such a person or organization (whether such failure arises as a result of F&B Insights’ negligence, breach of these Terms or otherwise);
    4. ensure the lawfulness of the Client Data;
    5. obtain the necessary rights to use the Client Data;
    6. abide by any of the restrictions described in these Terms; or
    7. comply with any applicable laws, regulations, advisories, codes, or regulatory guidance
2. Limitation of Liability
  
  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF F&B INSIGHTS AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE F&B INSIGHTS SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
  
  THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
3. Exclusion of Consequential and Related Damages
  
  IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, LOSS OF DATA, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Termination of These Terms
1. For Convenience
  
  These Terms may be terminated for convenience in the following situations;
  1. by the Client any time by clicking the cancellation link on the Web Site, which will guide them through the cancellation process when logged in to the Account, or if the Client is paying for the Service with a PayPal account, by revoking the billing agreement on its PayPal profile; or if the client is paying for the Service via a Reseller, by means agreed upon between the Client and the Reseller;
  2. by F&B Insights upon decision to end provision of the F&B Insights Services and close the Platform; or
  3. immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
2. For Default
  
  These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:
  1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
  2. immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights], 15 [Indemnification], or 10 [Restrictions] of these Terms.
3. Effect of Termination
  
  Upon termination of these Terms,
  1. F&B Insights shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, F&B Insights shall fulfill such request within 1 month of its receipt of such request.
  2. Client must:
    - stop using and prevent the further usage of the F&B Insights Services, including, without limitation, the Platform;
    - pay any amounts owed to F&B Insights under these Terms; and
    - discharge any liability incurred by the Client before under these Terms prior to their termination; and
  3. The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.
4. Remedies
  
  If F&B Insights terminates these Terms as a result of an uncured breach by a Client or User, F&B Insights is entitled to use the same or similar remedies against any other persons who use the F&B Insights Services in conflict with these Terms. Notwithstanding the foregoing, F&B Insights may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User
  
  may lose Access or suffer a loss of certain Features, functions, parts or elements of the F&B Insights Services.
  
  If F&B Insights has reasonable grounds to believe that the Client’s or User’s use of the F&B Insights Services, including the Account may harm any third persons, F&B Insights has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
  
  The F&B Insights has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, F&B Insights typically provides notice in the form of a banner or email on or before such suspension. F&B Insights will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.
Who You Are Contracting With
1. General
  
  The F&B Insights with whom Client is contracting depends on the domicile of the Client. The F&B Insights determines the domicile of the Client based on the country indicated in the billing address of the User who concludes these Terms on behalf of the Client. During the Free Trial, the F&B Insights determines the domicile of the Client based on the location indicated in the IP-address of the User who concludes these Terms on behalf of the Client. By accepting these Terms, the Client is contracting with the F&B Insights listed opposite such Client’s domicile in the following table:
  
  F&B Insights’ contact:
  
  The United States of America, including all of its territories, and Canada
  
  F&B Insights, LLC
  
  411 North Lasalle Street, Suite 300, Chicago, IL 60654
2. Governing Law and Jurisdiction
  
  You understand and agree that these Terms of Use constitute the entire agreement between you and F&B Insights. The Terms of Use and the relationship between you and F&B Insights will be governed by the laws of the State of Florida without regard to its conflict of law provisions. The failure of F&B Insights to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of the Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
  
  F&B Insights may assign its rights and duties under these Terms of Use to any party at any time without notice to you. You acknowledge that the provisions, disclosures and disclaimers set forth above are fair and reasonable and your agreement to follow and be bound by them is not the result of fraud, duress or undue influence exercised upon you by any person or entity. Both parties agree that there are no representations, promises, warranties or undertakings by you or F&B Insights contrary to those set above.
General Provisions
1. Relationship of the Parties
  
  The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either F&B Insights, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
2. Severability
  
  If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
3. Entire Agreement
  
  These Terms are the entire agreement between Client and F&B Insights regarding Client’s use of the F&B Insights Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
4. Assignment
  
  Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without F&B Insights’ prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
5. No Waiver
  
  Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
6. Notices

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

19.6 Notice to California Users

Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Last update: October 25, 2022

Terms of Service

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F&B Insights’ contact:

F&B Insights, LLC

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