Use of Services. These Terms, which incorporate our Privacy Policy, constitute a
legally-binding agreement between Esoteric Brewing Company, LLC. and you. By using the Services you agree
to be bound by and comply with these Terms. You may only use the Services in compliance with these Terms.
The Services are not intended for use by you if you are under 21 years of age. By agreeing to these Terms,
you are representing to us that you are at least 21 years old.
Additional Terms. Any information you provide to us is subject to our Privacy Policy,
which is incorporated into these Terms and governs our collection and use of your information. By using
the Services you consent to the collection and use of this information as provided by our Privacy Policy.
Your access to and use of certain portions of the Services will require you to accept additional terms and
conditions applicable to such Services (the "Additional Terms"). For users that may be able to provide
financing ("Investors"), the Additional Terms include the Investor Agreement. These Terms, the Privacy
Policy, and all other Additional Terms (collectively, the "User Agreement") constitute the terms and
conditions applicable to your use of the Services.
Organizations. If you are using the Services on behalf of an organization, you are
agreeing to these Terms for that organization and representing that you have the authority to bind that
organization to these Terms. In that case, "you" and "your" will refer to both you as an individual and to
that organization.
Services Ownership. The Services and all associated content (including any derivatives of
or enhancements to the same), and all intellectual property rights to the same (including trademarks,
service marks, trade names, trade dress), that appear in connection with the Services, are owned by or
licensed to Esoteric Brewing Company, LLC.
License. Esoteric Brewing Company, LLC. grants you a revocable right to use the Services
solely in accordance with these Terms. The Services are being licensed, not sold, to you by Esoteric
Brewing Company, LLC. only for use under the Terms. You do not acquire any right, title or interest in or
to the Services or any associated content other than the limited license granted to you by these Terms.
Any rights not expressly granted to you in these Terms are expressly reserved.
Account Information. You agree to provide true, accurate and complete registration
information, and you will promptly provide an update if any of this information changes. If any of the
information that you have submitted becomes inaccurate, you will immediately correct such information. If
you provide, or Esoteric Brewing Company, LLC. has reason to believe that you have provided, inaccurate
registration information, Esoteric Brewing Company, LLC. may immediately suspend or terminate your account
without notice. You do not have the right to transfer your account to any individual or entity. You will
not create an account for any individual other than yourself (or, if applicable, the entity that you
represent). You are solely responsible for safeguarding and maintaining the confidentiality of your login
ID and password. You may not resell, assign, distribute, transfer or otherwise provide your subscription,
your login ID and/or password to any third party. You are responsible for any activity conducted under
your account. You must immediately notify Esoteric Brewing Company, LLC. of any unauthorized use of your
account.
Pricing and Payment. Esoteric Brewing Company, LLC. reserves the right to charge fees for
use of the Services, and may change the fees that it charges. Before you pay any fees, you will have an
opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are
non-refundable. You agree that, in addition to all other accounts payable under the User Agreement, you
are responsible for paying all sales, use, value added, or other taxes – federal, state, or otherwise –
however designated, that are levied or imposed by reasons of your use of the Services. Esoteric Brewing
Company, LLC. will charge the payment method you specify at the time of purchase. You authorize Esoteric
Brewing Company, LLC. to charge all sums as described in the Services you select to your chosen payment
method. If you pay any fees with a credit card, Esoteric Brewing Company, LLC. may seek preauthorization
of your credit card account prior to your transaction to verify that the credit card is valid and has the
necessary funds or credit available to cover your transaction.
Other Users. Esoteric Brewing Company, LLC. uses various techniques to verify the
accuracy of the information provided by users. But the information available to Esoteric Brewing Company,
LLC. is limited, so Esoteric Brewing Company, LLC. cannot assure you of any user's identity. You should
consider using all available methods for evaluating the users that you deal with through the Services. You
acknowledge that there are risks of dealing with other users acting under false pretenses, and you assume
the risks of liability or harm of any kind in connection with transactions of any kind relating to goods
or services that are the subject of transactions using the Services. Such risks include, but are not
limited to, misrepresentation of information about a user or a Startup, breach of warranty, breach of
contract, and a violation of third-party rights. You agree that Esoteric Brewing Company, LLC. is not
liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions, or
expenditures of any kind that may arise as a result of or in connection with any transactions with others
using the Services.
No Advice. Esoteric Brewing Company, LLC. does not provide any legal, tax, investment,
accounting, or other professional advice. By using the Services, you do not develop any type of
professional relationship (including, without limitation, any attorney-client relationship) with Esoteric
Brewing Company, LLC. or any employees or agents of Esoteric Brewing Company, LLC.
Prohibited Content. You must not transmit or otherwise provide any harmful or
objectionable content using the Services, including content that (i) violates or infringes in any way upon
the rights of others, such as any copyright, trademark, patent, trade secret, moral right, or other
proprietary right of any person or entity, (ii) impersonates another or is fraudulent, unlawful,
threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene,
profane, pornographic, abusive, or otherwise reasonably objectionable, (iii) encourages conduct that would
constitute a criminal offense, give rise to civil liability or otherwise violate any law, or (iv) could
disable, overload, impair the infrastructure of, or the functioning of the Services. You may not make any
untrue statement of a material fact or omitting to state a material fact necessary in order to make the
statement made, in the light of the circumstances under which they were made, not misleading, in
connection with the purchase or sale of any security. You also will not upload spyware or any other
malicious software to the Services. You will not use the Services in a manner harmful to Esoteric
Brewing Company, LLC. or any third party. You may not use the Services in any manner contrary to any
applicable laws, rules, or regulations of any governmental authority.
Copyright Violation.
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If you believe that your copyright in any material has been infringed by material available on the
Service, please provide us with all of the following information in the form prescribed by Section 512
of Title 17, United States Code:
- a description of the copyrighted work you claim has been infringed,
- a description of the material that you claim is infringing, identified with sufficient detail
for us to identify it,
- your address, telephone number and email address,
- a statement by you that you have a good faith belief that the disputed use is not authorized,
- a physical or electronic signature of the person authorized to act on behalf of the copyright
owner's interest, and
- a statement that the information in the notification is accurate, and under penalty of perjury,
that you are authorized to act on behalf of the owner of the copyrighted work that is claimed to
be infringed.
- It is Esoteric Brewing Company, LLC.'s policy to terminate, under appropriate circumstances, the
account of users who are determined to be repeat infringers.
- You understand and agree that: (1) Esoteric Brewing Company. LLC assumes no liability or
responsibility for any third party content or material of any kind that is submitted to or posted on
the Services by you or by any other users or third parties, and (2) Esoteric Brewing Company, LLC. is
merely a transmitter of any such content, and is acting solely as an Internet Service Provider as such
term is defined in the Digital Millennium Copyright Act (DMCA).
- We will promptly address any alleged infringement. Please direct all such notifications to the
person below and specify in any written communication that the correspondence relates to "Copyright
Violation", including in the header of the email:
Marvin Abrinica
918 East McMillan Street
Cincinnati, OH 45206
(513) 601-9350
admin@esotericbrewing.com
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If you feel that any of your content was improperly removed or made unavailable to other users, please
contact Esoteric Brewing Company, LLC. at the contact information above.
User Content.
- We may now or in the future permit users to post, upload, transmit through, or otherwise make
available on the Services (collectively, "Submit") messages, text, illustrations, files, images,
graphics, photos, comments, music, videos, information, content, and/or other materials ("User
Content"). Subject to the rights and license you grant herein, you retain all right, title and
interest in your User Content. We do not guarantee any confidentiality with respect to User Content
even if it is not published on the Services. It is solely your responsibility to monitor and protect
any intellectual property rights that you may have in your User Content, and we do not accept any
responsibility for the same.
- You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral
right, or other intellectual property or proprietary right without the express permission of the owner
of the respective right. You are solely liable for any damage resulting from your failure to obtain
such permission or from any other harm resulting from User Content that you submit. You will not
submit any User Content that is illegal, offensive, or inappropriate.
- By submitting User Content to us, simultaneously with such posting, you automatically grant, or
warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable,
non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute,
create derivative works based upon (including, without limitation, translations), publicly display,
publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole
discretion, deem appropriate including, without limitation, (i) in connection with our business; and
(ii) in connection with the businesses of our successors, parents, subsidiaries, affiliates and their
related companies. We may exercise this grant in any format, media or technology now known or later
developed for the full term of any copyright that may exist in such User Content.
Feedback. Any feedback, comments, or suggestions you may provide regarding the Services
is entirely voluntary and Esoteric Brewing Company, LLC. will own the contents of all such feedback,
comments, or suggestions for use as it sees fit and without any obligation to you.
Third-Party Websites. Links to third-party websites are provided for your convenience and
reference only. We have no control of these sites, and we are not responsible for their content. We do not
endorse, and are not responsible in any way for, any content on these sites and we expressly disclaim any
endorsement or responsibility for such content. When you travel from the Services to another website,
whether through links provided on the Service or otherwise, you will be subject to the privacy policies
(or lack thereof) of these sites. We caution you to use good judgment and to assess the privacy policy of
these sites before you provide any personal information.
No Representations and Warranties. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT
YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, FOR USE BY YOU AT YOUR
OWN RISK WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING AND TO THE
FULLEST EXTENT PERMITTED BY LAW, ESOTERIC BREWING COMPANY, LLC. AND ITS OFFICERS, MEMBERS, MANAGERS,
AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “Esoteric Brewing Company,
LLC PARTIES") DISCLAIM ANY AND ALL WARRANTIES (1) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE
CERTAIN RESULTS; (2) CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR
COMPLETENESS OF THE SERVICES OR INFORMATION AVAILABLE THROUGH THE SERVICES; (3) OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY OR SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE
SERVICES; OR (4) ABOUT RESULTS ANY USER WILL ACHIEVE INVESTING IN A STARTUP OR OTHERWISE USING THE
SERVICES.
Disclaimer. ESOTERIC BREWING COMPANY, LLC. IS NOT A "BROKER" OR "DEALER" (AS DEFINED IN
SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). ESOTERIC BREWING COMPANY, LLC. DOES NOT
ENDORSE ANY THIRD PARTIES, OR THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY STARTUP SEEKING TO
RAISE CAPITAL THROUGH THE SERVICES. ESOTERIC BREWING COMPANY, LLC. IS NOT INVOLVED I N THE ACTUAL
TRANSACTIONS BETWEEN ENTREPRENEURS AND STARTUPS AND INVESTORS. ESOTERIC BREWING COMPANY, LLC. IS NOT
RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY USER IN CONNECTION WITH ANY OPPORTUNITY
POSTED ON OR THROUGH THE SERVICES.
Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ESOTERIC BREWING
COMPANY, LLC. OR THE ESOTERIC BREWING COMPANY, LLC. PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES,
REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ESOTERIC BREWING COMPANY, LLC. OR THE ESOTERIC BREWING COMPANY,
LLC. PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS
ESSENTIAL PURPOSE, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICES. YOUR SOLE
REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
Liability. UNDER NO CIRCUMSTANCES SHALL ESOTERIC BREWING COMPANY, LLC. OR THE ESOTERIC
BREWING COMPANY, LLC. PARTIES BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES, WITH YOUR USE OF OR
INABILITY TO USE ANY SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES
OF ANY KIND. THE ALLOCATION OF RISK SET FORTH IN THESE TERMS IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN
YOU AND Esoteric Brewing Company, LLC. YOU AGREE THAT YOU MAY ONLY COMMENCE A CAUSE OF ACTION RELATED TO
THE SERVICES WITHIN ONE (1) YEAR OF SUCH ACTION ACCRUING, AND ANY ATTEMPT TO BRING SUCH AN ACTION AFTER
SUCH ONE (1) YEAR PERIOD IS BARRED. Some jurisdictions do not permit limitations of liability and in those
jurisdictions some of the foregoing limitations may not apply to you. The limitations in these Terms shall
apply to the fullest extent permitted by law.
Indemnification. You agree to indemnify and hold harmless Esoteric Brewing Company, LLC.
and the Esoteric Brewing Company, LLC. Parties from and against any and all claims, liabilities, losses,
damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) brought by
third-parties arising out of, related to, or that may arise in connection with any actual or alleged
violation or breach of any of the representations, warranties, agreements or promises made by you in these
Terms.
Modification. Esoteric Brewing Company, LLC. may modify these Terms. You should review
the Terms regularly. Esoteric Brewing Company, LLC. will post notice of modifications to these Terms on
the Services. If you do not agree to the modified terms for the Services, you should discontinue your use
of the Services.
Arbitration.
- You and Esoteric Brewing Company, LLC. each agree to first contact each other with any disputes and
provide a written description of the problem, all relevant documents or information and the proposed
resolution. You agree to contact us with disputes by contacting us at admin@esotericbrewing.com. We will contact you based on
the contact information you have provided us.
- If you and Esoteric Brewing Company, LLC. cannot resolve any dispute after 30 days, the party
seeking to pursue a claim will submit the claim to arbitration consistent with this section. The
parties understand that they would have had a right or opportunity to litigate disputes through a
court and to have a judge or jury decide their case, but they choose to have any disputes resolved
through arbitration.
- Any claim or dispute between you and Esoteric Brewing Company, LLC., and any claim by either against
any agent, employee, successor, or assign of the other, including third parties, whether related to
these Terms or otherwise, including past, present, and future claims and disputes, and including any
dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding
arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed.
The rules and procedures and other information, including information on fees, may be obtained from
the JAMS website or by calling JAMS at 949-224-1810.
- You and Esoteric Brewing Company, LLC. each agree that any arbitration will be solely between you
and us, not as part of a classwide claim. If any court or arbitrator determines that this classwide
restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the
classwide dispute must be brought in court.
- Esoteric Brewing Company, LLC. may pursue equitable relief in a court in connection with the
Services without any obligation to pursue the claims in arbitration.
- Nothing in this Section 21 will preclude, waiver, or otherwise limit the right of either party to:
(i) bring an individual action in small claims court; (ii) pursue an enforcement action through the
applicable federal, state, or local agency if that actions is available; (iii) seek injunctive relief
in a court of law; or (iv) file a suit in a court of law to address an intellectual property
infringement claim.
Class Action Waiver. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AND ESOTERIC BREWING
COMPANY, LLC. EACH WAIVE ANY RIGHT TO PURSUE A DISPUTE ON A CLASSWIDE BASIS, INCLUDING BY JOINING A CLAIM
WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR TO ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF
OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR PROCEEDING.
Jury Trial Waiver. TO THE EXTENT ALLOWED BY LAW, YOU AND ESOTERIC BREWING COMPANY, LLC.
EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
Termination. You may terminate your account at any time by contacting Esoteric Brewing
Company, LLC. at admin@esotericbrewing.com. If you
terminate your account, you remain obligated to pay all
outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you
violate any provisions of these Terms, your permission from Esoteric Brewing Company, LLC. to use the
Services will terminate automatically. In addition, Esoteric Brewing Company, LLC. may in its sole
discretion terminate your user account for the Services or suspend or terminate your access to the
Services at any time for any reason or no reason, with or without notice. Esoteric Brewing Company, LLC.
also reserves the right to modify or discontinue the Services at any time (including by limiting or
discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will
have no liability whatsoever on account of any change to the Service or any suspension or termination of
your access to or use of the Services.
Governing Law; Venue. These Terms and the use of the Services will be governed by Ohio
law without regard for its conflict of laws principles. For any claims not subject to the arbitration
provisions of these Terms, all claims arising out of relating to these Terms or the Services must be
litigated in the state or federal courts located in Cincinnati, Ohio and you and Esoteric Brewing
Company, LLC consent to the personal jurisdiction of such courts.
No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary
rights.
Complete Agreements. These Terms constitute the entire and exclusive agreement between
you and Esoteric Brewing Company, LLC. with respect to the Services, and supersede and replace any other
agreements, terms and conditions applicable to the Services. The headers for these Terms are for
convenience only and will not affect the interpretation of these Terms. If a provision of these Terms is
found unenforceable the remaining provisions will remain in full force and effect, and an enforceable term
will be substituted reflecting our intent as closely as possible.
Electronic Signature. My intentional action in electronically signing the User Agreement
is valid evidence of my consent to be legally bound by the User Agreement. The use of an electronic
version of the User Agreement fully satisfies any requirement that they be provided to me in writing. I
acknowledge that I may access and retain a record of the User Agreement documents that I electronically
sign through the Services. I am solely responsible for reviewing and understanding all of the terms and
conditions of the User Agreements. The electronically stored copy of the User Agreement is considered to
be the true, complete, valid, authentic and enforceable record of the User Agreement, admissible in
judicial or administrative proceedings to the same extent as if the documents and records were originally
generated and maintained in printed form. You will not contest the admissibility or enforceability of the
electronically signed copy of any part of the User Agreement.
Assignment. Esoteric Brewing Company, LLC. may assign any of its rights under these
Terms to an affiliate or to any successor in interest to the business of Esoteric Brewing Company, LLC.
You may not assign your rights under these Terms and any such purported assignment is void.
Waiver of Terms. The failure of Esoteric Brewing Company, LLC. to enforce these
Terms for any period of time does not constitute a waiver of its right to enforce these Terms.