These Terms of Use (“Terms of Use”), together with any other document referenced (whether by means of a hyperlink or otherwise) in these Terms of Use, govern the use, licensing and/or purchase of Champagne Cat Worldwide, LLC (“Champagne Cat®”) Products (as defined below) through www.champagnecat.com or any related website provided or maintained by Champagne Cat Worldwide, LLC (“Champagne Cat®”), or its affiliates and subsidiaries (collectively, “Champagne Cat®,” “we,” “us” or “our”), by any individual, entity or institution (“Customer,” “you” or “your”). You may order Champagne Cat® Products by means of an on-line form or a separate written agreement executed between you and Champagne Cat® that sets forth the pricing and other terms for one or more Champagne Cat® Products (in each case, an “Order Form”). Customers must be at least 18 years of age.
1. Changes to These Terms of Use.
We may change these Terms of Use at any time. We may notify Customers of the changes in writing or electronically (including by email or by posting a notice on the Champagne Cat® Products that these Terms of Use have been "updated" or similar words). The changes also will appear in this document, which you can access at any time through the Terms of Use link made available through our website. By using a Champagne Cat® Product after changes are made to these Terms of Use, you signify that you agree to be bound by such changes. If any changes are unacceptable to you, contact our Subscriber or Enterprise Services Departments in writing to discuss the matter.
2. Privacy.
Personal Information and other information regarding Customers will be subject to Champagne Cat’s® Privacy Policy. Customer Data (as defined below), including Personal Information (as defined below), may be accessed, stored and processed in the United States or any other country where Champagne Cat® has facilities. By using any Champagne Cat® Product, you consent to the transfer of information outside of your country. Champagne Cat® may disclose information about your demographics and usage of Champagne Cat® Products to advertisers and other business partners, provided that Champagne Cat® will not reveal your personal identity in connection therewith. Regarding user information (for example, names and email addresses) you provide to Champagne Cat® from time to time in order to enable Champagne Cat® to set up other users of Champagne Cat® Products, you represent and covenant that you have obtained, from each such user, consent to disclose that information to Champagne Cat® for such purposes, and that you will give Champagne Cat® written notice if any such consent is revoked or modified.
3. General Terms and Definitions.
3.1. “Customer Data” means any data that is provided by Customer to Champagne Cat® (including through the Champagne Cat® Products and Order Form) or accessed, stored or processed by Champagne Cat® on behalf of Customer pursuant to this Agreement, including any Personal Information.
3.2. “Laws” means all Federal, national, state, provincial, local and other laws, rules, orders, statutes and regulations of governmental authorities having jurisdiction over the parties, the Champagne Cat® Products, the Order Form(s) and these Terms of Use.
3.3. “Personal Information” means any information that: (a) can be used to identify, contact or locate a specific individual ; (b) can be used in conjunction with other personal or identifying information to identify or locate a specific individual, including, for example, a persistent identifier, such as a customer number held in a “cookie” or processor serial number ; or (c) is defined as “personal information” by applicable law relating to the collection, use, storage and/or disclosure of information about an identifiable individual.
3.4. “Champagne Cat® Products” means, in any form or medium, (a) reports, briefings, scorecards, rankings, threat or other matrices, forecasts, spreadsheets, graphics, tables, charts, data, compilations of data, assessment tools, content, tools, web pages, e-mails, text messages, mobile apps, RSS feeds, bulk data downloads, widgets, images, text, illustrations, logos, webcasts, audio and video files, and all other Champagne Cat® proprietary content, software, information and materials, including any application programming interface that supports the interoperation of Customer’s intranet or software applications with Champagne Cat’s® website(s) and/or content ; (b) discussion, chat or similar forums provided or made available by Champagne Cat® (“Champagne Cat® Forums”), and (c) Champagne Cat’s® intelligence and analytical methodologies. Customer’s access to and use of certain Champagne Cat® Products (including reports available through the Champagne Cat® Store) may be subject to additional terms and conditions as disclosed to Customer in connection with accessing such Champagne Cat® Products.
3.5. As used in these Terms of Use, “including” and its derivatives mean “including without limitation.”
3.6. Champagne Cat® may deliver invoices, statements and other account materials by email to Customer’s primary point of contact as designated in the applicable Order Form(s).
3.7. Customers may contact our Subscriber Services Department regarding any issues or concerns related to Champagne Cat® Products for individual use (including billing questions) by calling 1-713-561-5616 or by sending an email addressed to subscriberservices@Champagnecatcom.wpcomstaging.com. Customers may contact our Licensing Services Department regarding any issues or concerns related to Champagne Cat® Products for enterprise use (including billing questions) by calling 1-713-561-5616 or by sending an email addressed to business@Champagnecatcom.wpcomstaging.com.
4. General Terms and Definitions.
4.1. Upon Customer’s payment for one or more Champagne Cat® Products ordered pursuant to an Order Form, Champagne Cat® grants Customer a license (a “User License”) for the number of users specified in such Order Form (each an “Authorized User”) to access such the Champagne Cat® Products set forth in such Order Form during the term of such Order Form, subject to the terms and conditions of these Terms of Use and such Order Form. For an Order Form for an individual User License, such User License is available only to the designated natural person, and not to any corporation or other legal entity, unless otherwise agreed in writing by Champagne Cat®. For Order Forms that include more than one Authorized User, each Authorized User must be a Customer family member, employee, consultant or independent contractor, and Customer is responsible for ensuring that its Authorized Users comply with the terms of the applicable Order Form(s) and these Terms of Use. Customer and each Authorized User are responsible for the confidentiality and use of all login credentials and passwords used to access the Champagne Cat® Products.
4.2. Champagne Cat® will issue a user ID and a password to Customer (or for Order Forms that include more than one Authorized User, to each Authorized User designated by the applicable Customer). No Authorized User may share his or her user ID or password with any other person. A User License is required for each Customer family member, employee, consultant or contractor who has access to the Champagne Cat® Products ordered by Customer. Notify Champagne Cat’s® Subscriber Services Department immediately if you believe that any log-in credentials or other Personal Information have been compromised.
4.3. For Order Forms that include more than one Authorized User, Customer will designate an individual (the “Customer Contact”) who is authorized to request additions or changes to Customer’s list of Authorized Users, remove Authorized Users, and otherwise update Customer’s list of Authorized Users. Customer will update the name of the Customer Contact when appropriate.
4.4. Access to the Champagne Cat® Products is provided for Authorized Users only and may not be shared with others except as expressly provided herein.
4.5. To the extent a Champagne Cat® Product gives you the ability to share a portion of a Champagne Cat® Product via a hyperlink, “email this” button or similar capability, you will do so only in accordance with the terms for such sharing set forth in the applicable Champagne Cat® Product. Any other sharing of Champagne Cat® Products (by copying the content or otherwise replicating it) is prohibited, unless otherwise agreed in writing by Champagne Cat®.
4.6. Champagne Cat® may monitor the use of the Champagne Cat® Products by Customer and its Authorized User(s) to ensure compliance with these Terms of Use and the applicable Order Form(s). For Order Forms that include more than one Authorized User, Champagne Cat® may audit, upon reasonable prior notice to Customer, Customer’s records regarding Authorized Users and their use of the Champagne Cat® Products in order to assess Customer’s compliance with these Terms of Use and the applicable Order Form(s). Champagne Cat® may suspend Customer and its Authorized Users’ access to any or all Champagne Cat® Products upon any material violation of these Terms of Use or the applicable Order Form(s), until such violation is remedied.
4.7. Champagne Cat® Products may permit Customer to access content or services provided by third parties (“Third Party Offerings”). Customer and its Authorized User(s)’ access to and use of Third Party Offerings are subject to the terms of service and privacy policies governing the applicable Third Party Offerings. Champagne Cat® makes no representations, warranties, covenants or guarantees regarding Third Party Offerings, whether or not such Third Party Offerings or services are designated by Champagne Cat® as "certified," "approved," “recommended” or otherwise, or are provided by a third party that is a member of a Champagne Cat® “partner” or similar program.
4.8. Champagne Cat® warrants that the Champagne Cat® Products are based on Champagne Cat’s® reasonable efforts to compile and analyze the best sources reasonably available to Champagne Cat® at any given time; provided, however, any opinions reflect Champagne Cat’s® judgment at the time and are subject to change. Champagne Cat® will comply with all Laws applicable to the Champagne Cat® Products, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and any other applicable anti-corruption Laws.
4.9. Champagne Cat® may use Customer Data to the extent necessary to make the Champagne Cat® Products available to Customer. Customer owns all right, title and interest (including all intellectual property rights) in and to its Customer Data. Champagne Cat® will implement and maintain industry standard information security policies and processes (including technical, administrative and physical safeguards) that prevent unauthorized access to or use or disclosure of any Customer Data. To the extent any Customer Data includes Personal Information, then Champagne Cat® will comply with all applicable Laws relating to privacy and data protection, including, to the extent applicable, the European Union’s General Data Protection Regulation. Champagne Cat® will promptly notify Customer in writing upon discovery of any breach or compromise of any Customer Data.
4.10. EXCEPT FOR THE WARRANTIES EXPRESSLY IDENTIFIED AS SUCH IN THESE TERMS OF USE OR THE APPLICABLE ORDER FORM(S), CHAMPAGNE CAT® PRODUCTS ARE PROVIDED “AS IS,” AND CHAMPAGNE CAT® MAKES NO, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES OF ANY KIND REGARDING THE CHAMPAGNE CAT® PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. Customer Obligations.
5.1. Customer will provide, and update as needed, information as necessary for Champagne Cat® to communicate with Customer from time to time regarding the Champagne Cat® Products, issue invoices or accept or process payments, and contact Customer for other account-related purposes. Customer agrees to keep any online account information current.
5.2. Champagne Cat® Forums may or may not be moderated by Champagne Cat® Personnel, and content (including queries and comments) posted by Authorized Users may or may not be visible to other participants in the Champagne Cat® Forum (including other Champagne Cat® customers), depending on the specific terms of the applicable Champagne Cat® Forum(s). Champagne Cat® is not responsible for, and cannot guarantee the accuracy, quality, integrity or veracity of, any information posted to any Champagne Cat® Forum(s). Customer acknowledges that its Authorized Users should not post any proprietary or confidential information in any Champagne Cat® Forums. You grant Champagne Cat® a perpetual, worldwide, non-exclusive, sub-licensable and royalty-free right and license to publish, distribute, transmit, use, modify, edit and re-purpose all comments, information and other material posted in Champagne Cat® Forums, as Champagne Cat® deems appropriate in Champagne Cat’s® sole discretion. Champagne Cat® Forums may be subject to additional guidelines, codes of conduct or similar guidelines or policies published by Champagne Cat® for Champagne Cat® Forums, and Authorized Users must comply with all of the foregoing.
5.3. Champagne Cat® is not responsible in any manner for any responses or comments posted by other Champagne Cat® customers or third parties with respect to queries and comments posted by Authorized Users. Champagne Cat® may remove or disable any content uploaded by Authorized Users that Champagne Cat® reasonably and in good faith believes is inappropriate or violates these Terms of Use, any guidelines, codes of conduct or similar guidelines or policies published by Champagne Cat® for Champagne Cat® Forums, or applicable Laws.
5.4. Customer and its Authorized Users will not store, transmit, upload or share through the Champagne Cat® Products (including any Champagne Cat® Forum) any information, content, files or data, or otherwise engage in any conduct, that: (a) violates or infringes upon the rights of any third party ; (b) involves uploading, posting, emailing, transmitting or otherwise making available information, content, files or data that Customer does not have the right to make available under any law or under contractual or fiduciary relationships ; (c) involves sending unsolicited mass mailings or other communications ; (d) is likely to damage, disable, overburden, or impair the Champagne Cat® Products or otherwise interfere with the use of the Champagne Cat® Products by others ; (e) contains viruses or any other computer code, files or programs that interrupt, impair, destroy or otherwise limit in any way the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network ; (f) violates the applicable Order Form(s), these Terms of Use or any other terms of use, rules, guidelines, codes of conduct or policies applicable to the Champagne Cat® Products; (g) in any way constitutes or encourages conduct that could constitute a criminal offense under any Laws ; or (h) violates any U.S. denied-party lists, embargoed country restriction, or any other applicable Laws, including export or import Laws.
6. Payment Terms.
6.1. Customer will pay to Champagne Cat® all recurring and non-recurring fees, charges and expenses set forth in the applicable Order Form(s) (collectively, “Charges”) in accordance with the payment terms set forth therein and in these Terms of Use. All payments must be made in U.S. dollars unless otherwise agreed in writing by Champagne Cat®. Champagne Cat® will process your Order Form(s), and any other communications or requests from you to Champagne Cat®, as promptly as reasonably practicable.
6.2. Except to the extent otherwise expressly set forth in the applicable Order Form, User Licenses must be prepaid by credit card for the applicable initial term set forth in the Agreement. (If you wish to pay by wire transfer or check, please contact our Subscriber Services Department for more information.) User Licenses will be activated upon the successful processing of your payment.
6.3. For monthly subscriptions to Champagne Cat® Products as set forth in an Order Form, Champagne Cat® will charge your credit card for the applicable monthly rate up to five days prior to the end of each month.
6.4. For “trial” or similar subscriptions to Champagne Cat® Products as set forth in an Order Form, Champagne Cat® will charge your credit card at the applicable rate for the full subscription term up to 5 days prior to the expiration of the “trial” or similar period.
6.5. “Gift” or similar subscriptions will be subject to any additional terms and conditions, including expiration dates, set forth in the applicable Order Form(s).
6.6. Except to the extent otherwise expressly set forth in the applicable Order Form, by ordering a Champagne Cat® Product with a credit card, you authorize Champagne Cat® to automatically charge your credit card at the then-current renewal rate 30 days prior to the expiration of the term of your Order Form. After that charge has been processed, if you wish to cancel the renewal, you must contact Champagne Cat’s® Subscriber Services Department prior to the renewal date in order to receive a refund. In addition, Champagne Cat® may seek pre-authorization of your credit card account for each renewal to verify that the credit card is valid and has the necessary funds or credit available for your renewal.
6.7. To cancel an individual User License for any reason, you must call our Subscriber Services Department. Cancellations are processed promptly upon receipt of the cancellation request. Upon cancellation, all previously processed fees and charges are nonrefundable unless otherwise agreed in writing by Champagne Cat®. Cancellation processes for Enterprise services will be subject to the terms outlined in your Order Form. For any questions regarding cancellation of Enterprise services, you must contact the Enterprise Services Department.
6.8. If an Order Form includes the right to receive a “premium,” (for example, a book), Champagne Cat® will email instructions for claiming the premium to you. You must claim the premium in accordance with the procedures set forth in those instructions no later than the deadline set forth in those instructions. Any premium not claimed in accordance with those instructions by the applicable deadline will be forfeited.
6.9. If Customer does not pay any Charges within 30 days after the applicable due date, then at Champagne Cat’s® discretion, such Charges will bear interest at lesser of 1% per month, or the maximum rate permitted by law, from the date such payment was due until the date paid.
6.10. In addition, if any Charges are 60 or more days overdue, then Champagne Cat® may, without limiting Champagne Cat’s® other rights and remedies, suspend Customer’s access to the Champagne Cat® Products until such amounts are paid in full. However, for Order Forms that include more than one Authorized User, Champagne Cat® will not suspend Customer’s access while the applicable Charges are under reasonable and good faith dispute and Customer is cooperating diligently to resolve the dispute.
6.11. Customer is solely responsible for the payment of all taxes, assessments, tariffs and duties arising from or related to the Champagne Cat® Products, and Champagne Cat® will add such taxes to the charges for Champagne Cat® Products.
6.12. If we issue a refund or credit to you for any reason, we are under no obligation to issue the same or any similar refund or credit to you for any reason in the future.
7. Intellectual Property Rights.
7.1. As used in this Agreement, “Intellectual Property Rights” means all intellectual property rights, whether registered or unregistered (including copyright, design rights, trade marks, patents, database rights, confidential information and know how) (“Intellectual Property Rights”).
7.2. The Champagne Cat® Products, as well as the compilation (including the collection, arrangement, and assembly) of the content of the Champagne Cat® Products, are the property of Champagne Cat Worldwide, LLC, and Customer will have a limited, non-transferable, non-exclusive right to use the applicable Champagne Cat® Products as set forth in the applicable Order Form(s) and these Terms of Use. Champagne Cat® is a registered trademark and the Champagne Cat® Products may include other Champagne Cat® marks. Champagne Cat’s® marks may not be used in connection with any product or service that is not provided by Champagne Cat®, in any manner that is likely to cause confusion among Champagne Cat’s® business partners, or in any manner that disparages or discredits Champagne Cat®.
7.3. Champagne Cat® retains all Intellectual Property Rights in and to the Champagne Cat® Products and all deliverables prepared by Champagne Cat® in connection with the Champagne Cat® Products, provided that Customer will have the right and license to use the applicable Champagne Cat® Products in accordance with the terms of the applicable Order Form(s) and these Terms of Use.
8. Indemnities and Liabilities.
8.1. Champagne Cat® will defend or, at its option, settle, any action, claim or proceeding brought against Customer to the extent that it is based upon an assertion that any of the Champagne Cat® Products, when used by Customer in accordance with the applicable Order Form(s) and these Terms of Use, infringe, violate, or misappropriate a copyright, patent or trade secret of any third party (an “Infringement Claim”). Champagne Cat® will indemnify and hold Customer harmless against all damages awarded and reasonable costs and expenses incurred in connection with any Infringement Claim, provided that Customer promptly notifies Champagne Cat® in writing of the Infringement Claim, and gives Champagne Cat® complete authority, information, and assistance to defend such Infringement Claim and sole control of the defense or settlement of such Infringement Claim.
8.2. IN NO EVENT WILL CHAMPAGNE CAT® BE LIABLE TO CUSTOMER, ANY OF ITS AUTHORIZED USERS, OR ANY OTHER PARTY, FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE CHAMPAGNE CAT® PRODUCTS, OR FOR ANY CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CHAMPAGNE CAT’S® LIABILITY, IF ANY, ARISING OUT OF ANY KIND OF CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE), IN ANY WAY CONNECTED WITH ANY ORDER FORM, THESE TERMS OF USE OR ANY CHAMPAGNE CAT® PRODUCTS, WILL NOT EXCEED THE AMOUNT PAID TO CHAMPAGNE CAT® UNDER THE APPLICABLE ORDER FORM.
9. Term and Termination.
9.1. The term of each Order Form will commence on the effective date set forth in such Order Form, expire on the expiration date set forth in such Order Form, and, unless the applicable Order Form specifies otherwise, automatically renew for a term equal to the original term (excluding any “free,” “trial” or similar periods included with the original term, if any) unless either Champagne Cat® or the applicable Customer gives the other written notice of non-renewal at least 30 days prior to the renewal date.
9.2. Except to the extent otherwise expressly set forth in the applicable Order Form, either Champagne Cat® or a Customer may terminate any or all Order Forms then in effect for the Customer by giving written notice to the other if the other commits a material breach of an Order Form or these Terms of Use which is not remedied within 30 days after being required by notice to do so.
9.3. An Order Form may include additional termination provisions applicable only to such Order Form. The termination of an individual Order Form under such provisions will not affect the effectiveness of any other Order Form.
9.4. Any provisions in these Terms of Use or any Order Form that expressly or by their nature are intended to survive expiration or termination will survive any expiration or termination thereof.
10. General Terms.
10.1. Customer may not assign or transfer its rights under these Terms of Use or any Order Form unless otherwise agreed in writing by Champagne Cat®.
10.2. These Terms of Use and each Order Form will be governed by and construed in accordance with the Laws of the State of Texas, U.S.A., without regard to its conflicts of law provisions. Any legal action arising under or relating to these Terms of Use or any Order Form will be heard exclusively in the Federal or state courts in Conroe, Texas, U.S.A., and each of Champagne Cat® and the applicable Customer consents to the personal jurisdiction of such courts.
10.3. If any provision of these Terms of Use or an Order Form is held to be invalid under applicable law, the remaining provisions will continue in full force and effect.
10.4. These Terms of Use and each Order Form can only be changed by an agreement in writing signed by Champagne Cat® and the applicable Customer. Each Order Form may be executed in counterparts.
10.5. Champagne Cat® and the applicable Customer each will, in connection with the provision or use of the Champagne Cat® Products (as appropriate), comply with all applicable Laws.
10.6. Each of Champagne Cat® and the applicable Customer was given the opportunity to consult with counsel of its choice regarding these Terms of Use and each Order Form.
10.7. Each of Champagne Cat® and the applicable Customer will retain in confidence all information and trade secrets received from the other under any Order Form or these Terms of Use that have been designated as proprietary and/or confidential, or by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use or disclosure of such information or trade secrets except under the applicable Order Form(s) and these Terms of Use. However, if Champagne Cat® and Customer have executed a confidentiality or nondisclosure agreement in connection with the Champagne Cat® Products, the terms of such agreement will govern the parties’ confidentiality obligations under these Terms of Use and the Order Form(s).
10.8. Except as otherwise expressly set forth in these Terms of Use and the Order Form(s) executed by Customer and Champagne Cat®, these Terms of Use and such Order Form(s) constitute the entire agreement of Customer and Champagne Cat® regarding the Champagne Cat® Products. In no case will any preprinted terms on any Customer order form, purchase order or similar document have any effect as between Champagne Cat® and the applicable Customer.