Legal
Draft — not yet published
Draft for counsel review. This is the agreement referenced at sign-up: it binds operators that subscribe to the platform, and Part B binds members granted portal access by their operator. Items in [brackets] require a business or legal decision. Commercial terms (fees, plan limits) belong in the order form, not here.
This License Agreement is between [LEGAL ENTITY NAME — COUNSEL] (“CASPOMA”) and the operator or company that opens a platform account (the “Operator”). Part A governs the Operator’s subscription. Part B sets the terms on which individuals invited by the Operator (“Members”) access the member portal. Accepting this agreement at sign-up records the specific published version accepted, its effective date, and its content fingerprint.
CASPOMA provides a hosted cask portfolio platform: a system of record in which the Operator maintains its members, casks, costs, documents, and the history of changes to them, presented to Members under the Operator’s own branding. We grant the Operator a non-exclusive, non-transferable right to use the platform for its own operations during the subscription term.
The Operator is responsible for: the accuracy of Operator Data; safeguarding administrator credentials; ensuring it has the right to put Members’ personal data into the platform; and its own compliance with laws that apply to its business, including any consumer, advertising, or anti-money-laundering rules that apply to selling casks. We are responsible for operating the platform in accordance with this agreement.
Fees, billing frequency, and plan limits are as stated in the order form. [PAYMENT TERMS, LATE PAYMENT, AND TAX TREATMENT — DECIDE.] We may suspend access for material non-payment after [NOTICE PERIOD — DECIDE] written notice.
For personal data in Operator Data, the Operator is the controller and CASPOMA processes it only on the Operator’s documented instructions, under [DATA PROCESSING ADDENDUM — COUNSEL TO PREPARE; include sub-processor list, transfer mechanism, and breach notice periods]. Our Privacy Policy describes processing on this website.
We operate the platform with the care of a professional software provider: [AVAILABILITY TARGET / SLA — DECIDE whether to commit to a number or to “commercially reasonable efforts”], scheduled maintenance announced in advance, daily backups held in more than one location, and support via [SUPPORT CHANNEL AND HOURS — DECIDE]. We will notify the Operator without undue delay of any security incident affecting Operator Data.
Each party keeps the other’s non-public information confidential and uses it only to perform this agreement. This survives termination.
CASPOMA owns the platform, its software, and all improvements. The Operator owns its branding and Operator Data. Feedback may be used to improve the product without obligation.
We warrant that the platform will perform materially as described in this agreement. Otherwise, to the fullest extent permitted by law, the platform is provided without further warranties. The Operator acknowledges that decisions it or its Members take about casks are their own; the platform is a record, not a recommendation.
Neither party excludes liability that cannot lawfully be excluded. Subject to that, neither party is liable for indirect or consequential loss, and each party’s total liability under this agreement is capped at [CAP — commonly the fees paid in the preceding 12 months; COUNSEL].
This agreement is versioned. We may publish a new version with at least [30] days’ notice before its effective date; the notice period is visible because the new version is published in advance at its own address. If the Operator does not accept a new version, it may terminate before the effective date and export its data as above. Continued use after the effective date is acceptance. The version a Operator or Member accepted, and its content fingerprint, remain permanently verifiable.
Members access the portal at their Operator’s invitation, to view and interact with records their Operator maintains about them. By using the portal a Member agrees to this Part B.
This agreement with the applicable order form is the entire agreement, superseding prior discussions. Neither party may assign it without consent, except to an affiliate or in a corporate transaction. Notices go to the addresses in the order form. If a clause is unenforceable, the rest stands. Governing law and forum: [JURISDICTION AND COURTS / ARBITRATION — COUNSEL].