Customer Terms of Service

1. The agreement

These Customer Terms of Service (the “Terms”) govern access to the websites, applications, analytics, customer relationship management tools, data-processing tools, artificial intelligence features, store locators, and related services provided by Bevbase, Inc., a Delaware corporation (“Bevbase,” “we,” “us,” or “our”), under the Bevbase name (collectively, the “Services”).

By creating an account, accepting an order, or using the Services, you agree to these Terms. If you use the Services for a company or other organization (the “Customer”), you represent that you have authority to bind it. “You” means Customer and its authorized users. If you do not agree, do not use the Services.

An online checkout, proposal, order form, or statement of work accepted by the parties is an “Order”. If an Order conflicts with these Terms, the Order controls for that Order. These Terms, each Order, our Privacy Policy, and any signed data processing addendum form the “Agreement”.

2. Accounts and access

The Services are for business use by people who are at least 18 years old. You must provide accurate information, protect credentials, use reasonable safeguards, and promptly remove access for anyone no longer authorized. You are responsible for your users and activity under your accounts, except to the extent caused by Bevbase's breach of the Agreement.

Subject to the Agreement and payment of fees, Bevbase grants Customer a limited, non-exclusive, non-transferable right during the subscription term for its authorized users to use the Services for Customer's internal business operations. Customer may permit its employees, contractors, brands, and service providers to use the Services on its behalf, but remains responsible for their compliance.

3. Importers, brand portfolios, and data authority

If Customer is an importer, supplier, brand owner, portfolio manager, agency, or other representative using the Services for one or more brands, Customer represents that it is authorized to create and administer those brand workspaces and provide the related data and instructions. Customer will not add or continue to administer a brand after that authority ends.

Customer may submit depletion, shipment, inventory, pricing, account, product, and similar reports received from distributors or other partners. Customer represents that it has the rights, permissions, and lawful basis needed for Bevbase to process that information as directed. Bevbase does not determine ownership of a distributor's report or the restrictions in Customer's agreement with a distributor.

When portfolio access changes, the parties will reasonably cooperate to separate or transfer workspaces and Customer Data according to documented authority. Bevbase may require evidence of authority before granting, transferring, or removing administrative access.

4. Customer Data

“Customer Data” means reports, sales and inventory records, CRM records, contacts, notes, files, prompts, recordings, and other information submitted to the Services by or for Customer. As between the parties, Customer retains all rights in Customer Data. Customer grants Bevbase and its service providers a worldwide, non-exclusive license to host, copy, transmit, organize, normalize, match, transform, analyze, and display Customer Data as reasonably needed to provide, secure, support, maintain, and improve the Services; carry out Customer's instructions; comply with law; and perform the activities expressly described in these Terms, including Section 5.

Customer is responsible for the accuracy, quality, legality, and means of acquiring Customer Data; providing required notices and obtaining required consents; and avoiding prohibited data. Customer will not direct Bevbase to process information in violation of law or another person's rights.

5. Workspace boundaries and shared information

Bevbase will not expose one customer's private CRM notes, non-public contact details, commercial terms, sales records, or relationship information to another customer except at the first customer's direction.

Bevbase may build and maintain a shared commercial beverage graph containing canonical records and relationships concerning businesses, locations, brands, products, distributors, and people acting in professional capacities. Shared graph records may come from public sources, licensed sources, service providers, direct collection, or independent verification. A correction or confirmation supplied by Customer may improve a shared record if Bevbase independently verifies it or reasonably determines that it is a non-confidential business fact. Customer-private notes, communications, commercial terms, sales records, and relationship information do not become shared graph records merely because Customer submits them to Bevbase.

Bevbase may use Customer Data to create aggregated or de-identified information for benchmarking, research, product improvement, and industry-level insights. Before making a benchmark or insight available outside Bevbase, we will use reasonable safeguards designed to prevent it from identifying Customer, Customer's brands, or a natural person, or from allowing a recipient reasonably to reconstruct Customer's private sales, inventory, pricing, CRM, communications, or other Confidential Information. We will not publish a benchmark as another customer's current or future price recommendation.

Bevbase owns the commercial beverage graph, its public, licensed, directly collected, independently verified, and non-confidential business facts described in this Section 5, and aggregated or de-identified information that does not identify Customer, Customer's brands, or a natural person. Bevbase may use and commercialize those assets for lawful business purposes consistent with these restrictions. Bevbase will not sell Customer Data or disclose it to another customer except at Customer's direction, and will not attempt to re-identify information it has de-identified except to test privacy safeguards.

After the Agreement ends, Bevbase may retain and continue to use the commercial beverage graph, verified shared records, aggregated or de-identified information, and generalized system improvements that do not identify Customer, Customer's brands, or a natural person and are not designed to reproduce Customer Data or Customer's Confidential Information. Deletion of Customer Data does not require Bevbase to unwind those assets or retrain systems lawfully developed under the Agreement.

6. Privacy and security

Our Privacy Policy describes how Bevbase handles personal information. Where Bevbase processes personal data on Customer's behalf to provide the Services, Customer acts as the business or controller and Bevbase acts as its service provider or processor, as applicable. For public, licensed, directly collected, independently verified, or non-confidential business facts under Section 5 that Bevbase lawfully uses for its own graph or related purposes, Bevbase acts as an independent business or controller. Aggregated or de-identified information remains subject to the safeguards in Section 5. The parties may enter into a data processing addendum when required.

Bevbase will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. No service can guarantee absolute security, and Customer is responsible for configuring its workspace and access appropriately.

7. AI, automation, and enrichment

The Services may extract fields, match records, enrich business information, draft content, create summaries, forecast results, or recommend actions using automated systems and third-party AI or data providers. Results may be incomplete, outdated, or incorrect and may not be unique to Customer. Customer must review outputs before relying on them or using them for outreach, pricing, legal, regulatory, or other consequential decisions.

Customer owns its prompts and Customer Data. As between the parties and to the extent permitted by law, Customer may use output generated specifically for it. Bevbase and its licensors retain all rights in the Services, models, methods, and underlying technology. Bevbase does not use one customer's private Customer Data to provide another customer with that private data.

Bevbase may use Customer Data to develop, train, fine-tune, test, evaluate, and improve Bevbase-owned or Bevbase-controlled matching, entity-resolution, classification, forecasting, recommendation, and similar systems used to provide or improve the Services. Resulting generalized models, parameters, rules, mappings, and system improvements may be used across the Services only if they are not designed to reproduce Customer Data or Customer's Confidential Information. Unless Customer expressly agrees otherwise, Bevbase will not authorize a third-party AI provider to use Customer's private Customer Data to train a generalized model for that provider's independent purposes.

The Services do not provide legal, tax, accounting, regulatory, or financial advice. Customer is responsible for alcohol-beverage laws, tied-house and trade-practice rules, privacy and marketing laws, and contractual restrictions applicable to its activities.

Bevbase is not a consumer reporting agency, and the Services are not consumer reports, under the Fair Credit Reporting Act. Customer may not use the Services, professional information, or outputs to determine a person's eligibility for employment, credit, insurance, housing, or another purpose governed by the Fair Credit Reporting Act.

8. Acceptable use

Customer and its users may not:

• use the Services unlawfully, deceptively, or to violate another person's rights;
• upload payment-card data, government identification numbers, health information, information about children, or other sensitive personal information unless Bevbase expressly agrees in writing to support it;
• send unlawful, misleading, or unsolicited communications, or ignore applicable consent, opt-out, and suppression requirements;
• use the Services, professional information, or outputs for employment, credit, insurance, housing, tenant screening, or another consumer-reporting purpose;
• probe, disrupt, overload, or circumvent the security or access controls of the Services;
• introduce malware, scrape through unauthorized means, or access another customer's data;
• reverse engineer non-public components, except where that restriction is prohibited by law;
• resell or sublicense the Services as a standalone product without written permission; or
• use the Services or outputs to build or train a competing product or model.

9. Fees, usage, and taxes

Customer will pay fees shown in the applicable Order or at checkout. Unless an Order states otherwise, subscriptions are monthly and renew automatically until canceled. The standard plan is usage-based, subject to a monthly minimum, and measures active accounts using Customer's imported order history. An active account is an account with at least one purchase reflected in Customer Data during the preceding 12 months. The quantity may rise or fall as Customer imports, corrects, or removes qualifying data.

Customer authorizes Bevbase and its payment processor to charge the payment method on file for recurring fees, measured usage, taxes, and other amounts due. Fees exclude taxes. Customer is responsible for sales, use, excise, value-added, and similar taxes, excluding taxes on Bevbase's net income. Overdue undisputed amounts may accrue interest at the lower of 1.5% per month or the maximum lawful rate.

Bevbase may change fees or measurement rules on at least 30 days' notice. A change takes effect at the next renewal after the notice period. Customer may avoid the change by canceling before that renewal.

10. Cancellation and refunds

Customer may cancel through the billing portal at any time. Unless an Order states otherwise, cancellation takes effect at the end of the current paid period, Customer retains access through that date, and no cancellation fee applies.

Except for the limited guarantee below, amounts paid are non-refundable and unused time is not credited, unless required by law or stated in an Order. Bevbase's advertised 60-day guarantee is available only once to Customer and its controlled Affiliates. To qualify, Customer must submit at least two depletion reports and email john@bevbase.com within 60 days after its first paid subscription charge stating that the reports did not provide a useful new finding about its brand. If those conditions are met, Bevbase will refund subscription fees paid during that period. Concierge onboarding and professional services are not refundable after delivery.

11. Trials, third-party services, and professional services

Trials, free services, previews, and beta features may be changed, suspended, or discontinued at any time and are provided without service commitments. Unless stated otherwise, they are provided “as is,” and Bevbase's aggregate liability for them will not exceed $100.

The Services may interoperate with payment, hosting, email, mapping, AI, enrichment, authentication, and other third-party services governed by separate terms. Bevbase is not responsible for a third party's service, data, acts, or omissions, but remains responsible for its obligations regarding service providers it engages to process Customer Data.

Onboarding, migration, configuration, and consulting services will be described in an Order or statement of work. Customer will provide timely access, information, and decisions. Unless an Order says otherwise, deliverables are accepted when delivered, subject to correction of material nonconformities reported within 10 business days.

12. Intellectual property

Bevbase and its licensors own the Services, software, workflows, models, designs, documentation, templates, aggregated and de-identified data, usage data, and all related intellectual property. Customer may provide suggestions or feedback, which Bevbase may use without restriction or obligation if it does not identify Customer or disclose Customer's Confidential Information.

Each party retains its names, logos, and trademarks. Bevbase will not use Customer's name or logo in public marketing without permission.

13. Confidentiality

“Confidential Information” means non-public information disclosed by one party that is marked confidential or reasonably should be understood as confidential, including Customer Data, product plans, security information, pricing, and business plans. It excludes information the recipient can document is public without breach, was lawfully known without restriction, was lawfully received without a duty, or was independently developed.

The recipient will use Confidential Information only under the Agreement, protect it with at least reasonable care, and disclose it only to personnel and service providers who need it and are bound by confidentiality duties. A recipient may disclose information when legally required if, where permitted, it gives prompt notice and reasonable assistance. These duties continue for three years after disclosure; duties for trade secrets and Customer Data continue while protected as such.

14. Suspension, term, and termination

Bevbase may suspend affected access when reasonably necessary to prevent material harm, address a security threat, comply with law, respond to non-payment, or stop a material violation. When practical, Bevbase will give advance notice and an opportunity to cure, limit the suspension, and restore access promptly after resolution.

The Agreement continues while Customer has an active account or Order. Either party may terminate for a material breach not cured within 30 days after written notice, or immediately if the breach cannot be cured. Either may terminate if the other becomes insolvent, ceases business, or enters bankruptcy proceedings not dismissed within 60 days.

On termination, Customer's right to use the Services ends. Provisions that by their nature should survive will survive, including Section 5, payment, intellectual property, confidentiality, disclaimers, indemnification, liability limits, and general terms.

15. Export and deletion

During an active subscription, Customer may export Customer Data using available features. Upon written request made before termination or within 30 days afterward, Bevbase will provide a reasonable standard export of Customer Data then held in the active workspace, subject to payment of undisputed amounts. After that period, Bevbase may delete Customer Data from active systems under its retention practices, except limited copies in backups, security records, or as required by law. Customer is responsible for preserving its own copies.

16. Warranties and disclaimers

Each party warrants that it has authority to enter the Agreement. Bevbase warrants that paid Services will materially conform to their documentation under normal use. Customer's exclusive remedy is for Bevbase to use commercially reasonable efforts to correct a nonconformity; if it cannot, Customer may terminate the affected Services and receive a prorated refund of prepaid fees for the unused period.

Otherwise, to the fullest extent permitted by law, the Services and all outputs, third-party data, beta features, and recommendations are provided “as is” and “as available.” Bevbase disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Bevbase does not warrant uninterrupted operation, preservation of every item of data, or the accuracy of Customer Data, third-party data, AI output, enrichment, forecasts, or results.

17. Indemnification

Customer will defend and indemnify Bevbase and its affiliates, officers, directors, and personnel against third-party claims, damages, fines, and reasonable legal fees arising from: (a) Customer Data; (b) Customer's lack of authority to administer a brand or provide distributor or third-party data; (c) Customer's unlawful outreach or use of outputs; or (d) Customer's material violation of Section 8.

Bevbase will defend Customer against a third-party claim that the paid Services, when used as authorized, directly infringe a United States patent, copyright, or trademark, and indemnify Customer against damages and reasonable legal fees finally awarded or agreed in settlement. Bevbase may modify or replace the affected Services or terminate them and refund prepaid fees for the unused period. This does not apply to claims from Customer Data, third-party services, unauthorized modifications or combinations, continued use after notice, or use contrary to the Agreement.

The indemnified party must promptly notify the indemnifying party, reasonably cooperate, and allow it to control the defense and settlement. A settlement may not admit fault by or impose a non-monetary obligation on the indemnified party without consent.

18. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, goodwill, or opportunity, even if advised they were possible. Except for the exclusions below, each party's total aggregate liability arising from the Agreement will not exceed fees paid or payable by Customer for the affected Services during the 12 months before the first event giving rise to liability.

Bevbase's total aggregate liability for its obligations under Section 17 will not exceed two times the fees paid or payable by Customer for the affected Services during the 12 months before the first event giving rise to liability. The general cap does not limit Customer's payment or indemnification obligations, Customer's breach of Section 8, either party's fraud or willful misconduct, or liability that cannot lawfully be limited. Nothing excludes remedies for unauthorized use of intellectual property or Confidential Information.

19. General terms

Notices. Bevbase may send notices to Customer's account email or through the Services. Customer may send legal notices to john@bevbase.com. Notices are effective when received.

Assignment. Neither party may assign the Agreement without consent, except to an entity that controls, is controlled by, or is under common control with that party (an “Affiliate”), or with a merger, reorganization, sale of substantially all assets, or change of control if the assignee assumes the Agreement. Any other attempted assignment is void.

Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, excluding Customer's payment obligations.

Relationship. The parties are independent contractors. The Agreement creates no partnership, franchise, fiduciary, agency, or employment relationship. There are no third-party beneficiaries except the persons expressly entitled to indemnification under Section 17.

Export and sanctions. Customer will comply with applicable export-control and sanctions laws and will not allow access where prohibited.

Governing law and venue. Delaware law governs the Agreement without regard to conflict-of-law rules. Any dispute arising from the Agreement will be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue.

Entire agreement. The Agreement is the entire agreement about the Services and supersedes prior proposals and discussions on that subject. Purchase-order terms do not modify it. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains effective. A waiver must be in writing and is not continuing.

20. Changes to these Terms

Bevbase may update these Terms as the Services and law evolve. If a change materially reduces Customer's rights during a paid subscription, Bevbase will provide at least 30 days' notice by email or in the Services. Unless required sooner for law or security, it takes effect at Customer's next renewal. Other changes take effect on the stated effective date. Customer may reject a material change by canceling before it takes effect.