Overproof Team – Terms of Service

WHEN PAYING FOR, USING, OR VERBALLY ACCEPTING MANAGED SERVICES OR CONTRACTING OVERPROOF TEAM FOR MANAGED SERVICES, YOU AGREE TO THE GENERAL TERMS OF USE OF THE OVERPROOF SOFTWARE AND TO THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION B. (MANAGED SERVICES).

IN THE EVENT THE CUSTOMER REQUIRES THE SIGNING OF A SERVICE AGREEMENT, A NON-DISCLOSURE AGREEMENT, CONFIDENTIALITY AGREEMENT, NON-SOLICITATION AGREEMENT, OR ANY OTHER AGREEMENT BETWEEN OVERPROOF AND THE CUSTOMER (THE “CUSTOMER AGREEMENT”), THIS CUSTOMER AGREEMENT SHALL SUPPLEMENT, AND IN NO WAY LIMIT OR CHANGE, THE GENERAL TERMS OF USE, TERMS OF MANAGED SERVICES, CODES AND POLICIES (THE “OVERPROOF AGREEMENTS”) AS PUBLISHED ON OUR WEBSITE (WWW.OVERPROOFTEAM.COM/LEGAL/) AND AGREED TO BY ACCEPTING OUR SERVICES. IF A CONFLICT EXISTS BETWEEN THE CUSTOMER AGREEMENT AND THE OVERPROOF AGREEMENTS, THE OVERPROOF AGREEMENTS WILL SUPERSEDE THE CUSTOMER AGREEMENT.

NATURE OF MANAGED SERVICES

The Managed Services are offered, managed, and delivered by Overproof TEAM, LLC, a full subsidiary of Lymion Group, Inc. Overproof TEAM, LLC, including its parent company and its subsidiaries, any and all of its officers, directors, employees, independent contractors, agents, licensors, and suppliers (“Overproof TEAM”) is in the business of offering, within the limitations of local, state, and federal laws and regulations, the following services (the “Managed Services”):

  1. Brand-Market Fit analyses using the Overproof Software;
  2. Consultation on and (co-)development of local market plans and/or brand strategies;
  3. Execution, or partial execution of local market plans and/or brand strategies, which we offer as dedicated programs with defined goals and terms (“OPT Program”). An OPT Program may include the following services:
    1. Engaging with beverage distributors and retailers concerning the products represented or owned by the Customer (the “Product(s)”), with the aim of increasing the visibility and sales of the Products;
    2. Consulting with and on behalf of the Customer on the Products and on recipes featuring the Products;
    3. Education (e.g. consumer sampling, product training, and mixology seminars) for the Customer and for distributors and retailers of the Products, and their guests and customers;
    4. Any other ‘brand activation’ event production requested by or tailored for its Customers;
  4. The full-service setup and implementation of the Overproof Software
  5. A review of a setup of the Overproof Software
  6. In-field training the Customer on Overproof Software
  7. Recruitment and in-field training of brand ambassadors or other staff for the Customer.

QUALITY OF MANAGED SERVICES

Overproof TEAM aims to perform such Managed Services in a diligent and workmanlike manner and, when applicable, in compliance with our Code of Conduct, which can be found on www.overproofteam.com/code. Overproof’s Code of Conduct is intended as a guideline and does not serve as a commitment or guarantee that Overproof shall execute its Managed Services in full compliance with its own Code of Conduct. Overproof holds the right to update or change its Code of Conduct from time to time.

GENERAL TERMS OF THE MANAGED SERVICES

Unless otherwise specified in each order form connected to the Managed Services (the “OPT Order Form”), the following terms and conditions apply:

Some goals defined in an OPT Program may include monthly phasing of the goals. This monthly phasing is intended for tracking, planning, and visibility purposes only. Though we task our team to plan their work in accordance with the monthly planning, the aggregate of any monthly phased goals is the final goal for each OPT Program.

Unless a goal in the Order Form is assigned specifically to a Product or selection of Products, the goals set forth in an Order Form may be accomplished with one Product or any combination of the Products included in the program specified in the Order Form.

Some Order Forms may include sales estimates. Our sales estimates are based on our in-field experience with executing market activations and benchmarked by Overproof’s data on the current consumer, menu, and sales trends for specific product categories in each of the targeted markets. Our sales estimates typically vary based on the composition and the duration of the agreed Managed Services for each market and the maturity of a market.

We also factor in specific customer requirements, as target accounts or signature serves. In compliance with federal, state, and local laws, we cannot guarantee the desired sales effect as a result of any of our Managed Services. Therefore, we cannot commit to a sales volume; however, our data-backed projections are typically more accurate than most other agencies. Please be aware that any changes to the program during the execution of a program will inevitably affect our initial sales estimate.

OVERPROOF TEAM PAYMENT TERMS

Data Services & Software Subscription services

Unless otherwise agreed in the purchase order (or quote), the standard Overproof data and software payment terms apply; a) Subscription fees are due on the first (1st) day of each subscribed month. b) Data collection fees, data analysis fees, and custom data services fee are due upon the starting date of the service or project. Overproof will only deliver data files or data analysis reports upon full receipt of the fees.

One-month programs

For one-month programs, the total program fee shall be payable prior to the Start Date of the program, as defined in the OPT Order Form.

Two-month programs

For two-month programs, fifty percent (50%) of the total program fee shall be payable prior to the Start Date of the program. The remaining fifty percent (50%) of the total program fee shall be payable on the first day of the second month.

Programs longer than two months

For programs longer than two months, forty percent (40%) of the total program fee shall be payable prior to the Start Date of the program. The remaining balance shall become payable in equal parts over the months following the first month of the program. Each part shall be payable on the first day of the month.

Overdue consequences

Overproof TEAM’s relationships in the markets are among the biggest assets of Overproof TEAM. On behalf of your brand(s), we commit to consumer and trade activations, brand training and sampling events 30-45 days in advance. Sometimes longer. To deliver on these commitments, we rely on the budgets made available for the Products. Therefore, Overproof TEAM shall not engage, or immediately cease to engage with its partners and customers when a payment is late by more than 5 business days. This policy serves both Overproof TEAM as well as our Customers and the reputation of its Products.

INDEMNIFICATION

Customer shall indemnify, defend and hold Overproof TEAM harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel’s fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, that Overproof TEAM incurs as a result of having performed consulting services for or on behalf of Customer.

The Customer confirms it is knowledgeable and fully up-to-date on any local, state, and federal regulations, including but not limited to ‘Tied House’ laws, applicable to the markets or areas in which the Customer contracts Overproof TEAM to perform Managed Services.

The Customer shall never knowingly contract Overproof TEAM to perform any Managed Services that violate or may violate any law or regulation. In case of doubt, the Customer warrants it shall seek legal consultation prior to contracting or requesting Overproof TEAM to execute any Services on behalf of the Customer. The Customer warrants that any and all of its officers, directors, employees, and affiliates refrain from asking, suggesting, or indirectly requesting Overproof TEAM to perform any Managed Services that may violate any applicable laws or regulations.

Customer agrees to defend, indemnify and hold Overproof TEAM harmless from and against any claims, actions or demands, liabilities, and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, any and all contracted brand activations and events hosted by, executed by or managed by Overproof TEAM.

SOLICITATION OF EMPLOYEES

Unless otherwise approved in writing, for the term of any Order and twelve (12) months beyond, the Customer will not offer employment to any employee or individual subcontractor of Overproof or Overproof TEAM who performed professional services under this Agreement or any related Order, or contracts with, either individually or through a third party, any such employee or individual subcontractor of Overproof or Overproof TEAM.