TERMS OF USE

Congratulations on your license of Bar-I’s Beverage Management And Integrated Inventory Software Application. Your license to use our Application remains subject to and contingent on agreement to these terms, the End-Use License Agreement and Data Privacy Policy to follow, as well as all other policies and modification, for as long as you use the Application.

• You must pay monthly or annual fees to use the Application. Absent extraordinary circumstances, these fees are not refundable.

• The Application is intended for use in bars and restaurants where alcoholic beverages are served.

• While the Application is intended to assist your establishment increase revenue by operating more efficiently, every business is unique with its own challenges. We do not guarantee the Application’s performance or its appropriateness for your circumstances.

• The Application makes use of and interfaces with equipment that Bar-I does not manufacture. Bar-I is not responsible for the performance or continued integration of such third-party equipment and the Application.

• The Application generates reports from input and data collected at your business locations. Bar-I will not use or sell confidential information that specifically identifies your business. Bar-I may utilize information aggregated from multiple end-users anonymized of all individually identifying markers in accordance with its Data Privacy Policy.

END-USER LICENSE AGREEMENT

PLEASE READ THE FOLLOWING END-USER LICENSE AGREEMENT CAREFULLY, AS IT CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN YOU AND BAR-I. BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING OR USING BAR-I’S BEVERAGE MANAGEMENT AND INTEGRATED INVENTORY SOFTWARE APPLICATION (COLLECTIVELY, THE “APPLICATION”), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING END-USER LICENSE AGREEMENT, INCLUDING THE TERMS OF USE, DATA PRIVACY POLICY, AND ANY ADDITIONAL POLICIES AND FUTURE MODIFICATIONS THERETO (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE APPLICATION.

This End-User License Agreement (this "Agreement"), effective immediately upon your access of any portion of the Application (the "Effective Date"), is by and between Bar-i Liquid Accounting LLC ("Licensor") and you, along with all end-users accessing the Application through you (collectively, "Licensee"). Licensor and Licensee may be referred to herein collectively as the "Parties" or individually as a "Party."

1. Definitions.

a.    "Authorized Devices" means any mobile device or laptop which Licensee permits to access and use the Application and/or Documentation pursuant to Licensee's license hereunder.

b.    "Documentation" means Licensor's user manuals, handbooks, and installation guides relating to the Application provided by Licensor to Licensee electronically.

c.    "Application" means the software/web portal products and services purchased by you, including any Updates provided to Licensee pursuant to this Agreement.

d. "Updates" means any updates, bug fixes, patches, or other error corrections to the Application that Licensor generally makes available free of charge to all licensees of the Application.

2. License.

a. License Grant. Subject to and conditioned on Licensee's payment of Fees and compliance with all other terms and conditions of this Agreement, Licensor hereby grants Licensee a perpetual, non-exclusive, and non-transferable (except in compliance with Section 12(g)) license during the Term: (i) to access and otherwise use the Application, solely in furtherance of this Agreement and not for other business purposes; (ii) to use the Application and Documentation for the benefit of Licensee and affiliates under common control of Licensee; and (iii) to use and make no more than three (3) copies of the Documentation solely for Licensee's internal business purposes in connection with Licensee's use of the Application. The total number of Authorized Devices shall not exceed five (5), except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. Copies of the Application and Documentation created solely for internal, non-revenue generating purposes, such as back-up, disaster recovery, and testing purposes remain Licensor's exclusive property subject to the terms and conditions of this Agreement.

b. Use Restrictions. Licensee shall not use the Application or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Application or the Documentation, in whole or in part; (ii) except to the extent set forth above in Section 2(a), rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Application, in whole or in part; (iv) remove any proprietary notices from the Application or the Documentation; or (v) use the Application in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

c.   Reservation of Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third-party any intellectual property rights or other right, title, or interest in or to the Application.

d. Delivery. Licensor shall deliver the Application electronically to Licensee following the Effective Date.

3. Licensee Responsibilities.

a. General. Licensee is responsible and liable for all uses of the Application and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Licensee shall use its best efforts to make all users of Authorized Devices aware of this Agreement's provisions as applicable to such users of Authorized Devices and their use of the Application and shall cause users of Authorized Devices to comply with such provisions.

b. Support. Licensor may provide Licensee with Application support services following the Effective Date during the Term upon assessment of internal and external business factors. 

4. Fees and Payment.

a. Fees. Licensee shall pay Licensor the Application licensing fees ("Application License Fees") and maintenance fees, if any ("Maintenance Fees") (collectively, "Fees"), associated with the products and services selected by Licensee, without offset or deduction. Licensee shall make all payments hereunder in US dollars. If Licensee fails to make any payment when due, in addition to all other remedies that may be available, Licensor: (i) may charge interest on the past due amount at the rate of 1.5% per month compounded monthly or the highest rate permitted under applicable law; and (ii) shall be reimbursed by Licensee for all costs incurred by Licensor in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) may prohibit access to the Application until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access to the Application.

 b. Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor's income.

5. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, sales, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. Confidential Information does not include information that has been anonymized of individually identifying information or information that has been aggregated to the same effect. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6.  Intellectual Property Ownership. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Application and Documentation. If Licensee or any of its employees or contractors sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the Application or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.

7. Data Privacy and Security.

a. Licensee and End User Data. Licensee agrees that Licensor and the service providers it utilizes to assist in providing the Application and services to Licensee shall have the right to access Licensee’s and end users’ accounts and to use, modify, reproduce, distribute, display and disclose Licensee data and end user data solely to the extent necessary to provide the Application and services, including, without limitation, in response to Licensee or end user support requests. Any third-party providers of services (“Third-Party Providers”) Licensor utilizes will only be given access to Licensee account information and data as is reasonably necessary to provide the Application and services and will be subject to confidentiality obligations. Licensor may also access or disclose information about Licensee, Licensee’s account, or end users in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect Licensor, its customers’ or partners’ rights or property, including enforcement of this Agreement or other policies associated with the Application and services; and (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.

b. Data Privacy Policy. Licensor collects certain information about Licensee and end users including but not limited to the location of an end user’s Authorized Device when using the Application and services, and information regarding the Authorized Devices, computers and the end users’ use of the Application and services. Licensor uses, discloses, collects and protects this information as described in Licensor’s Data Privacy Policy, which is incorporated by reference herein. In the event of a conflict between the terms in the body of the Agreement and in the Data Privacy Policy, the terms in the body of this Agreement control.

8.    Limited Warranties and Warranty Disclaimer.

a. Licensor warrants that at all times during the Term: (i) the Application shall perform as described in the Documentation following the Effective Date; (ii) the Application does not contain any virus or other malicious code that would cause the Application to become inoperable or incapable of being used in accordance with the Documentation; (iii) the Application and Documentation shall not infringe, misappropriate, or otherwise violate any intellectual property right or other right of any person, nor shall the Application and Documentation violate any applicable law. THE FOREGOING WARRANTIES DO NOT APPLY, AND LICENSOR STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR SERVICES.

b. The warranties set forth in Section 8(a) do not apply and become null and void if Licensee knowingly breaches any provision of this Agreement (beyond applicable notice and cure), or if Licensee any authorized end user, or any other person provided access to the Application by or through Licensee, whether or not in violation of this Agreement: (i) installs or uses the Application on or in connection with any hardware or software not specified in the Documentation; (ii) modifies or damages the Application; or (iii) misuses the Application, including any use of the Application other than as specified in the Documentation or expressly authorized by Licensor in writing.

c. If, during the period specified in Section 8(a), the Application fails to comply with the warranty in Section 8(a), and such failure is not excluded from warranty pursuant to Section 8(b), Licensor shall, subject to Licensee's promptly notifying Licensor in writing of such failure, at its sole option, either: (i) repair or replace the Application, provided that Licensee provides Licensor with all information Licensor requests to resolve the reported failure, including sufficient information to enable the Licensor to recreate such failure; or (ii) refund the Fees paid for the Application during the period of failed compliance, subject to Licensee's ceasing all use of and, if requested by Licensor, returning to Licensor all copies of the Application. If Licensor repairs or replaces the Application, the warranty will continue to run from the Effective Date and not from Licensee's receipt of the repair or replacement. The remedies set forth in this Section 8(c) are Licensee's sole remedies and Licensor's sole liability under the limited warranty set forth in Section 8(a).

d. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE APPLICATION AND DOCUMENTATION ARE PROVIDED "AS-IS" AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE APPLICATION AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

9.  Indemnification.

a. By Licensor.

(i) Licensor shall indemnify, defend, and hold harmless Licensee from and against losses ("Losses") incurred by Licensee resulting from third-party claims ("Third-Party Claim") that the Application, or intended use of the Application in accordance with this Agreement, infringes such third party's US intellectual property rights, US patents, copyrights or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim.

(ii) If such a claim is made, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Application, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is commercially reasonable, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee.

(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Application in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Application not made by Licensor; or (C) use of any version other than the most current version of the Application or Documentation delivered to Licensee.

b.  By Licensee. Subject to the limitations in Section 10 below, Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee's: (i) negligence or misconduct; (ii) use of the Application or Documentation in a manner not authorized, contemplated or intended by this Agreement; (iii) use of the Application in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Application not made by Licensor; or (v) use of any version other than the most current version of the Application or Documentation delivered to Licensee, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim and unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

c.  Sole Remedy. THIS SECTION 9 SETS FORTH LICENSEE'S SOLE REMEDIES AND LICENSOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE APPLICATION OR DOCUMENTATION INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10. Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, SALES, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE IN SECTION 8(A), AND MATTERS ARISING FROM ITS GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY LICENSEE UNDER THIS AGREEMENT IN THE PRECEDING THREE (3) MONTHS.

11.  Term and Termination.

a. Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect indefinitely, until Licensee’s terminates or fails to pay its Fees hereunder. Unless earlier terminated pursuant to this Agreement's express provisions, Licensee’s failure to pay Fees due hereunder shall serve as notice of non-renewal.

b. Termination. In addition to any other express termination right set forth in this Agreement:

(i) Licensor may terminate this Agreement, effective on notice to Licensee, if Licensee: (A) fails to pay any Fees when due hereunder; or (B) breaches any of its obligations under Section 2(b) or Section 5;

(ii)  Either Party may terminate this Agreement, effective on notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or 

(iii)  Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (E) in the case of Licensor, it loses authorizations necessary to provide the Application to Licensee according to the terms of this Agreement. 

c. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license granted hereunder will not terminate, but no additional support, if any, shall be provided to Licensee effective upon termination. No expiration or termination will affect Licensee's obligation to pay all Fees that may have become due before such expiration or termination or entitle Licensee to any refund.

d. Survival. This Section 11(d) and Sections 1, 4, 5, 6, 7, 8, 9, and 10 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12. General Provisions.

a. Independent Contractors.  The Parties hereto agree that under this Agreement they will operate as independent contractors and not as agents or employees of the other. Except as otherwise described herein, the Parties have no express or implied authorization to incur any obligation or in any manner otherwise make any commitments on behalf of each other. In no way shall a Party be liable to the other Party, its employees or third parties for any losses, injury, damages or the like occasioned by such Party’s activities in connection with this Agreement, except as expressly provided herein.

b. Entire Agreement.  This Agreement contains the entire agreement between Licensee and Licensor with respect to the subject matter herein. All oral or written agreements or representations express or implied, with respect to the subject matter of this Agreement are set forth in this Agreement. This Agreement supersedes all prior agreements between the Parties. No amendment or modification of any provision of this Agreement shall be effective unless in writing signed by both Parties. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, performance or any other matter not set forth in an agreement in writing and signed by both Parties.

c. Assignment.  Except as set forth in this Section 12(c), Licensee shall not assign or otherwise transfer this Agreement, or its rights or obligations under this Agreement, without the prior written consent of Licensor. Licensor shall have the right to assign and otherwise transfer this Agreement as a whole to any successor to all or substantially all of Licensor’s business or assets, whether by sale of stock or assets, merger, operation of the law, or otherwise; provided that the relevant transferee agrees in writing to be bound by this Agreement. Any assignment or transfer in violation of the foregoing shall be void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto, their successors and permitted assigns.

d. Delay.  Neither Party shall be liable for any delay or failure to perform under this Agreement to the extent attributable to causes beyond its control, and the timetable for performance shall be adjusted accordingly. Any Party precluded from performing shall promptly notify the other Party of the anticipated delay and the steps proposed to be undertaken to mitigate the effects of the delay.

e. Governing Law; Jurisdiction; Attorneys’ Fees.  THE VALIDITY, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF COLORADO APPLICABLE TO CONTRACTS MADE AND TO BE WHOLLY PERFORMED WITHIN COLORADO, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PROVISIONS THEREOF. EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING UNDER THE TERMS OF THIS AGREEMENT SHALL BE IN THE DISTRICT COURT FOR EAGLE COUNTY OR IN FEDERAL COURT FOR THE 10TH CIRCUIT. LICENSEE HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF THESE COURTS FOR THE PURPOSES OF LITIGATING ANY ACTION, AND ALSO WAIVES THE RIGHT TO ARGUE THAT IT IS NOT SUBJECT TO THE COURTS’ PERSONAL JURISDICTION OR THAT VENUE IS IMPROPER. IF A PARTY BRINGS A SUIT OR ANY OTHER TYPE OF LEGAL ACTION OR PROCESS, INCLUDING ARBITRATION, TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT, UPON A FINAL AND BINDING ADJUDICATION NOT SUBJECT TO APPEAL, THE SUBSTANTIALLY PREVAILING PARTY IN ANY SUCH ACTION SHALL BE ENTITLED TO COLLECT FROM THE NON-PREVAILING PARTY ALL REASONABLE ATTORNEYS’ FEES AND EXPENSES, INCLUDING THE FEES AND EXPENSES INCURRED FOR ANY APPEALS.

f. Notice.  Any notices required or permitted hereunder shall be deemed received when sent to Licensee via email at the address Licensee provided during account creation. 

g. Severability.  In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

h. No Waiver.  The failure by either Party to assert or exercise any right or remedy under this Agreement shall not otherwise act to waive the future assertion or exercise of the same or any other right or remedy. No remedy set forth in this Agreement is intended to be exclusive of any other remedy. Each remedy shall be in addition to every other remedy provided hereunder, or now or hereafter existing at law, in equity, by statute, or otherwise.

i. No Publicity.  Licensee may not use Licensor's name in connection with any marketing, advertising, or other publicity, without Licensor's prior express written consent.

j. Insurance.  Licensee is solely responsible for determining, obtaining and maintaining appropriate insurance coverage for its activities under this Agreement, including, but not limited to, comprehensive general liability (bodily injury and property damage) insurance.

k. Export Regulation.  The software comprising the Application may be subject to US export control law, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.

 l.  Equitable Relief.  Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Licensee, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

DATA PRIVACY POLICY

By registering for, accessing, browsing, downloading or using Bar-I’s Beverage Management and Integrated Inventory Software Application (the “Application”) you explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of information, data and/or Confidential Information as described in these Terms by and among, as applicable, Bar-I, any parent, subsidiary, affiliate or third-party provider with whom Bar-I maintains a contractual relationship.

If you download and install the Application, Bar-I will collect data, information and/or Confidential Information via the Application. Once installed, the Application may also connect automatically to Bar-I’s network to determine if updated versions of the Application are available. As a result, Bar-I’s network may collect information related to the Application downloads, such as an Authorized Device’s IP address or location. 

Bar-I processes your payment of Fees via Stripe, Inc. and your interactions are governed by its policies, terms and conditions. Bar-I does not supervise or control the use of personal information by Stripe, Inc.

If Bar-I is required by law to disclose information that you have submitted via the Application, Bar-I will attempt to provide you with prior notice (unless prohibited) that a request for your information has been made in order to give you an opportunity to object to the disclosure. Bar-I will attempt to provide this notice by whatever means is reasonably practical. If you do not challenge the disclosure request, Bar-I may be legally required to turn over your information. In addition, Bar-I will independently object to requests for access to information about users of the Application that Bar-I believes to be improper.

Contacting Bar-I

If you have any questions about this Data Privacy Policy, you can reach Bar-I at:

Bar-I Liquid Accounting, LLC

945 Red Sandstone Road, B-3

Vail, CO 81657

Phone: (970)281-7779

Email: jamie@bar-i.com

Because aggregation and anonymization of information, data and/or Confidential Information is an algorithmically complex problem, Bar-I does not promise that it will be flawless or attack-proof. When Bar-I reasonably believes that a dataset does not or no longer contains information that is especially sensitive or vulnerable to de-anonymization, Bar-I may share such data with third-party providers with whom Bar-I maintains a contractual relationship to keep the dataset confidential and to avoid de-anonymization.

Bar-I employs industry standard security measures to protect the loss, misuse, and alteration of the information under its control, including appropriate technical and organizational measures to ensure a level of security appropriate to the risk. Although Bar-I makes commercially reasonable efforts to store information it collects in a secure operating environment, Bar-i cannot guarantee complete security.