AGREEMENT
This Agreement (the “Agreement”) is between Circle Cutte Roasters (the “Roaster”) and Lightyear Coffee LLC (“LYC”) with an effective date of April 17, 2021 (the “Effective Date”).
The Roaster is in the business of roasting and selling specialty coffee and related goods and services primarily through a public website of www.circlecutte.com (“Roaster Website”).
LYC owns and operates a public website, specifically https://lightyearcoffee.com, as well as public accounts on various social media platforms (altogether, the “LYC Platform”).
The Roaster wishes to be included on the LYC Platform.
LYC wishes to include and promote Roaster on the LYC Platform and direct users of the LYC Platform to the Roaster Website.
LYC shall receive a form of payment, to be defined herein, for rendering the services outlined in this Agreement.
The parties therefore agree as follows:
RESPONSIBILITIES OF LYC
Include Roaster in its proprietary directory of coffee roasters on the LYC website, utilizing and displaying data, descriptions, links, text, pictures, graphics, or other information supplied by Roaster to LYC or that is public information (“Roaster Media”), as well as items such as logos that may be deemed Roaster’s intellectual property (as defined herein), and specific other data about the Roaster and its coffees as surveyed and collected by LYC via its proprietary questionnaire (the “LYC Survey”). Roaster will receive a full profile on the LYC website including a list of its single origin coffees described in detail using information from Roaster Media and the LYC Survey.
Highlight Roaster and its coffees on LYC’s social media platforms, in its blog, or in other ways so as to promote Roaster, all at LYC’s discretion.
Direct users of LYC’s website to the Roaster Website in a clear manner.
Utilizing, as applicable, Roaster Media, Roaster intellectual property (as defined herein) and responses from the LYC Survey, engage in a professional, multi-faceted marketing campaign to maximize the visibility of the LYC Platform, associated content, and all of the roasters partnered with LYC including the Roaster. The scope, breadth, and methods of the campaign will be at the sole discretion of LYC. LYC may engage a third-party marketing specialist(s) (an “LYC Vendor”) to execute certain parts of its campaign on behalf of LYC. LYC will contract with such LYC Vendor directly. LYC will not at any time provide any Roaster Media or Roaster intellectual property to LYC Vendor in a way that discloses any confidential information of same or in a way that adversely impacts Roaster’s proprietary rights to such media and intellectual property.
At the reasonable request of Roaster, provide available metrics on usage and traffic to/of the various components of the LYC Platform.
From time-to-time LYC may make available to Roaster additional, customized advertising opportunities including, but not limited to, box advertisements, sponsored blog posts, newsletter banner advertisements, and “featured roaster” designations. These specialized opportunities are outside the scope of LYC responsibilities outlined in this section and will be executed and charged separately.
RESPONSIBILITIES OF THE ROASTER
As of the Effective Date, promptly provide LYC up-to-date and accurate Roaster Media, logo graphics, answers to the LYC Survey, and other requested information in a form, style, and level of detail required by LYC to properly and effectively include the Roaster on the LYC Platform. Roaster is required to complete a LYC Survey for each single origin coffee the Roaster wishes to feature on the LYC website.
At all times, Roaster Media and Roaster’s submissions for the LYC Survey are subject to LYC’s review and approval. At any time, LYC may edit Roaster Media or Roaster’s submissions in the LYC Survey for language, dimensions, or in other ways so as to conform to reasonable visual and editorial requirements of LYC and the LYC Platform.
At all times during the term of the Agreement and in the method requested by LYC, maintain all Roaster Media and related information about Roaster on the LYC Platform as up to date and current.
TERM AND TERMINATION
This Agreement shall become effective as of the Effective Date and continue on a month-to-month basis until termination by either party, as outlined herein.
This Agreement may be terminated: By either party for any reason on provision of 15 days’ notice to the other party, OR by LYC without prior notice if the Roaster violates the terms of this Agreement, or otherwise in LYC’s discretion adversely impacts LYC, the LYC Platform, or the other roasters included thereon.
After the termination of this Agreement, all licenses granted under this Agreement shall terminate with the exception of those that are expressly stated as being perpetual or surviving. LYC shall promptly remove all Roaster Media, Roaster intellectual property, and other information related to Roaster from the LYC Platform. The Roaster shall promptly remove any mention or link to the LYC Platform from the Roaster Website and associated media and Roaster shall promptly pay LYC any outstanding pro-rated compensation as outlined in the following section on Payment.
PAYMENT
In exchange for inclusion in LYC’s directory of roasters and LYC carrying out its responsibilities outlined in this Agreement, the Roaster shall pay LYC a fee (“Fee”) of Fifty-Nine Dollars and XX/100 ($59.00) per month during the term of this Agreement, payable at such time as designated by LYC. In the event of a termination of this Agreement as prescribed herein, the final monthly Fee will be pro-rated to the effective date of termination of the Agreement.
The Fee may be modified at any time throughout the term of this Agreement at LYC’s sole discretion, upon provision of 30 days’ notice to the Roaster. The method of payment may also be modified at any time throughout the term of this Agreement at LYC’s sole discretion, upon provision of 30 days’ notice to the Roaster, including, but not limited to, to implementation of conversion-tracking-based compensation in lieu of a flat fee.
As per the section of this Agreement titled Responsibilities of LYC, other fees may be assessed to Roaster for purchased specialized services and marketing opportunities.
LICENSES
The Roaster grants LYC a limited, nonexclusive and nontransferable license to maintain Roaster Media on the LYC Platform and in LYC’s marketing, including, but not limited to, LYC’s newsletter, all in accordance with the terms of this Agreement.
The Roaster grants LYC a limited, nonexclusive and nontransferable license to use certain Roaster trade names, logos, trademarks, service marks and other intellectual property used by the Roaster in identifying its business (“Roaster IP”) for the sole purpose of executing its marketing and its promotion of Roaster on the LYC Platform, including, but not limited to, in LYC’s newsletter. The Roaster shall provide the Roaster IP to LYC directly. The Roaster reserves all proprietary rights to the Roaster IP. The Roaster acknowledges and agrees that an LYC Vendor may utilize Roaster Media and/or Roaster IP in furtherance of this Agreement, under the direction of LYC, and that the license defined herein extends to such specific usage.
The Roaster grants LYC a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use, copy, publicly display, modify, and create derivative works from data submitted by Roaster via the LYC Survey, with the understanding that data contained in the LYC Survey does not contain any confidential information, and that in any event such above-referenced uses shall be at an anonymized, aggregate level and will not identify the Roaster in any way.
LYC grants the Roaster a limited, nonexclusive and nontransferable license to utilize LYC’s trade names, logos, trademarks, service marks and other intellectual property used by LYC in identifying its business (“LYC IP”) and the LYC Platform, for the sole purpose of advertising, marketing and promoting Roaster’s relationship with LYC, at Roaster’s option. At any time, LYC may revoke or modify the license it has granted to the Roaster and the Roaster will use reasonable efforts to comply immediately with such revocation or modification.
INDEMNIFICATION
Roaster agrees to defend, indemnify, and hold LYC and its respective officers, employees, partners, successors and assigns harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees and costs, made by any third party due to or otherwise arising from LYC’s actions related to its responsibilities under this Agreement; from Roaster’s submission to LYC of Roaster Media, Roaster IP and data via the LYC Survey as part of this Agreement; and Roaster’s inclusion on the LYC Platform, including due to or arising from Roaster’s breach of any provision of this Agreement.
DISCLAIMER OF WARRANTIES; LIMITATION OF DAMAGES AND LIABILITY
EXCEPT AS SET FORTH IN THIS AGREEMENT, LYC MAKES NO AND EXPRESSLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE LYC PLATFORM AND SERVICES PROVIDED TO THE ROASTER AND ANY SERVICES PROVIDED BY LYC UNDER THIS AGREEMENT INCLUDING ANY IMPLIED WARRANTIES OR WARRANTIES OF COMMERCIAL EFFECTIVENESS IN PROMOTING ROASTER’S BUSINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, LYC MAKES NO REPRESENTATIONS THAT THE OPERATION OF THE LYC PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE AND IT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. NEITHER LYC NOR ANY OF ITS RESPECTIVE OFFICERS, EMPLOYEES, PARTNERS, AND ASSIGNS WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF IT HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. THE LYC PLATFORM, LYC’S MARKETING AND THE ASSOCIATED SERVICES ARE PROVIDED AND MANAGED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LYC DISCLAIMS ANY WARRANTIES THAT THE LYC PLATFORM WILL BE SECURE; THAT THE LYC PLATFORM OR ANY SERVER(S) THAT MAKES THE LYC PLATFORM AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE LYC PLATFORM WILL BE CORRECT, ACCURATE, ADEQUATE, USEFUL, TIMELY, RELIABLE, OTHERWISE COMPLETE OR EFFECTIVE IN ACHIEVING LYC’S MISSION. IF ROASTER ACCESSES OR DOWNLOADS ANY CONTENT FROM THE LYC PLATFORM, ROASTER DOES SO AT ITS OWN DISCRETION AND RISK. ROASTER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE ACCESS OR DOWNLOAD OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION OBTAINED BY ROASTER FROM THE LYC PLATFORM SHALL CREATE ANY WARRANTY OF ANY KIND.
GOVERNING LAW
The laws of the state of Delaware govern this Agreement (without giving effect to its conflicts of law principles).
Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Kent County, Delaware.
SEVERABILITY
If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the mutual responsibilities contemplated by this Agreement to be unreasonable, in whole or in part.
NOTICES
Each party giving or making any notice, request, demand or other official communication shall give that notice via email.
For LYC: julian@lightyearcoffee.com
For the Roaster: test@circlecutte.com
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.