Crafty PRO Terms & Conditions
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS
BY SIGNING UP FOR CRAFTY PRO, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU: (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 21 YEARS OF AGE, (C) INTEND TO DISTRIBUTE ANY OF CRAFTY’S ALCOHOLIC SERVICES TO ANYONE UNDER THE AGE OF 21, OR (D) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms“) apply to the purchase and sale of products and services through craftydelivers.com (the “Site“). These Terms are subject to change by Crafty, LLC (“Crafty” or “us“, “we“, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
Services: The Parties acknowledge and agree that the following related services and goods as set forth below or as subsequently requested by the Customer and approved by Crafty (including, without limitation, event and catering coordination services) (the “Related Services”) shall be delivered, installed, supplied, provided, and/or maintained, as applicable, for the benefit of Customer for the Term (as set forth below) and at the address identified below. In addition, Crafty shall maintain, for the benefit of Customer, an online platform to administer and manage the Services and Customer’s account with Crafty (the “Pro Membership” together with the Related Services, the “Services”). During the Term, Customer shall pay the monthly price for Equipment, Related Services, and the Pro Membership as set forth below.
|Pro Membership||For services and technology offered to Crafty PRO members. The first payment will not be invoiced or charged until 30-days after the Effective Date.||$99/mo.|
|Delivery Fee||For vehicles delivering product from our warehouse to your Delivery Address.||$0 per delivery|
|Service Visits||For any on-site service visit requested by the Customer or required by Crafty for installation or regular maintenance||$80/hr|
|Water Filters||For any water lines run to beverage equipment||$57 per filter|
Specific Terms and Conditions: This Agreement is subject to, and the Parties agree to and accept, Crafty’s standard Terms and Conditions in effect for its Crafty Pro Membership Platform (the “Terms and Conditions”), which are attached to this Agreement or have otherwise been provided to Customer. The Terms and Conditions are incorporated in this Agreement as if written herein at length. Customer acknowledges receiving and reviewing a copy of the Terms and Conditions, and Crafty is hereby authorized to append a copy of the Terms and Conditions to the signed copy(ies) of this Agreement if they are not already so appended.
Counterparts: This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary contained herein, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
SPECIFIC TERMS AND CONDITIONS
- Maintenance, Repairs and Insurance.
- Customer shall, at its expense, maintain its own Equipment in good working order and appearance and make all necessary adjustments and repairs thereto. Customer’s Pro Membership fees under the Agreement do not include regular maintenance or any repair or replacement services or costs of the respective Equipment all of which shall be additional charges payable by Customer.
- Customer shall at its own expense and at all times until Payment in Full maintain: (a) all-risk property damage insurance covering the Equipment in an amount not less than the greater of (i) the replacement value of the Equipment, or (ii) the minimum purchase price of such Equipment as set forth in the Agreement, and (b) public liability coverage in such amounts, and with such companies as are in general usage by companies owning or operating similar property and engaged in a business similar to Customer’s. The insurance required by this Section 2.2 may be obtained by Customer by endorsement on any blanket insurance policies maintained by Customer or its parent. Customer shall furnish to Crafty copies of such insurance policies and satisfactory insurance certificates from time to time at Crafty’s request. By this Section 2.2, Crafty does not modify or limit any provision of the Agreement relating to disclaimer of warranties and liability, or indemnity.
- Customer assumes all risk and liabilities, whether or not covered by insurance, and shall indemnify and hold Crafty and its assigns (including any Assignee) harmless of and from any liability, claim, loss, damage or expense (including reasonable attorneys’ fees) for injuries or deaths of persons and for damage to property, howsoever arising from or incident to the use, operation or storage of the Equipment, whether such injury or death to person be of agents or employees of Customer or be of third persons and whether such damage to property be of Customer, or to property of others.
- Rent, Fees and Expenses.
- The monthly combined fee for Services and rental payments for each item of Equipment (the “Monthly Rental Payments“) is as set forth in the body of the Agreement and shall begin to accrue on the Effective Date. Customer shall pay a late charge on all Monthly Rental Payments unpaid after the due date equal to one percent (1%) per month.
- Crafty shall charge Customer’s credit card monthly or invoice Customer with Net 10 terms, depending on the preference of the Customer. Crafty has no obligation to accept payment on any other terms; provided, Crafty may pursue collection and accept payment in any form or by any means in its discretion. Crafty shall be entitled to suspend the provision of any Services if Customer’s credit card is declined to pay any Monthly Rental Payments. It is Customer’s responsibility to assure that the bank account credit card information on file with Crafty is up to date throughout the Term.
- Crafty shall have no responsibility for any additional fees associated with lease or usage of any Equipment, including, but not limited to electricity consumption, and any taxes, however designated, which are levied or based on the Agreement, the Equipment or its purchase, use, lease, operation, control or value, including, without limitation, personal property taxes, state and local privilege or excise taxes based on gross revenue, and any penalties or interest in connection therewith, or taxes or amounts in lieu thereof paid or payable by Crafty or Customer in respect of the foregoing, but excluding taxes based on Crafty’s net income. Charges for taxes, penalties and interest, if any, shall be promptly paid by Customer. In the event Customer defaults in the payment of any such tax, Crafty may pay such tax and shall be promptly reimbursed by Customer, with interest (plus attorneys’ fees and costs if any) as additional rent.
- Termination and Survival.
- Either party may terminate the Agreement by providing at least sixty (60) days prior written Notice to the other Party; provided, that such termination shall be effective as of the last day of the final billing period which commences during such sixty (60) day period.
- Crafty may terminate the Agreement before the expiration date of the Term if Customer fails to pay any amount when due hereunder including, without limitation, because Customer’s credit card on file with Crafty is declined for any reason. Upon such termination, the purchase price of the Equipment shall be immediately due and payable. Such non-payment shall, at Crafty’s discretion, constitute an Event of Default.
- Notwithstanding any termination pursuant to this Section 3, Crafty’s rights and remedies and Customer’s obligations shall survive any such termination or expiration of the Agreement until Customer has made Payment in Full.
- Limited Warranty and Limitation of Liability.
- Crafty represents and warrants to Customer that: (a) the Agreement, including these Terms and Conditions, constitutes Crafty’s legal, valid and binding obligation and is enforceable against Crafty in accordance with its terms; (b) Crafty’s entry into and performance under the Agreement will not result in any breach, default or violation under Crafty’s organizational documents or any other agreement to which Crafty is a party or to which it or its property is subject; and (c) there are no suits or proceedings pending or threatened before any court, government agency or arbitrator which, if determined adversely to Crafty, would have a material adverse effect on its financial condition or ability to perform its obligations under the Agreement.
- Crafty warrants, further, that it shall perform the Services: (a) in accordance with the terms and subject to the conditions set out in the Agreement, (b) Using personnel of commercially reasonable skill, experience and qualifications; and (c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
- CRAFTY MAKES NO REPRESENTATIONS OR WARRANTIES EXCEPT FOR THOSE EXPRESSLY STATED IN THIS SECTION 5. ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING (WITHOUT LIMITATION) ANY REPRESENTATION OR EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, OR OTHERWISE, REGARDING THE EQUIPMENT, ANY PORTION OR COMPONENT OF THE EQUIPMENT, THE DESIGN, QUALITY, OPERATION OR CONDITION OF THE EQUIPMENT OR ANY PORTION OR COMPONENT THEREOF, OR THE DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, WARNINGS AND ADVISORIES) ACCOMPANYING THE EQUIPMENT AND THE COMPLETENESS, ACCURACY OR ADEQUACY OF SUCH DOCUMENTATION. Customer acknowledges that it is not relying on Crafty’ s skill or judgment to select or furnish goods suitable for any particular purpose and that there are no warranties which are not contained in the Agreement, including these Terms and Conditions.
- Customer acknowledges and agrees that it is Customer’s responsibility to inspect, test and approve any Equipment and all related documentation immediately upon its delivery and, if applicable, installation and, in any case, before using or allowing the use of any Equipment. Customer shall be deemed to have accepted any Equipment, on a where-is, as-is and with all faults basis, unless Customer delivers written Notice to Crafty rejecting the Equipment within forty-eight (48) hours after its delivery and, as applicable, installation. If Customer so rejects any equipment in a timely written Notice, Crafty will, at its option, attempt to correct or remedy the conditions or defects giving rise to the rejection and/or de-install and remove such Equipment; provided, that such correction, remedy, de-installation and/or removal shall be at Customer’s expense unless the Equipment is manifestly non-compliant with Customer’s specifications which were communicated to Crafty in writing at the time when entering into the Agreement or, at the time of delivery and, if applicable, installation, the Equipment is defective and incapable of servicing Customer’s objectives which were communicated to Crafty in writing at the time when entering into the Agreement. Customer bears the entire risk for reviewing and complying with all related documentation, including all warnings and advisories, for fully inspecting and testing any Equipment immediately upon delivery and, if applicable, installation, and for training Customer’s personnel and any guests or licensees having access to the Equipment in the safe and correct use of the Equipment. Subject to Section 5.4, such right of rejection shall be Customer’s sole remedy and recourse for any Equipment or related documentation which does not meet specifications or is otherwise non-compliant, defective or inapt or incapable for serving Customer’s objectives. For the avoidance of doubt, Customer shall not be relieved of Customer’s obligation to pay Monthly Rental Fees, or to pay the purchase price of the Equipment, in the event that, after the time for rejection pursuant to this Section 5.4, any Equipment or related documentation is discovered or determined not to meet specifications or otherwise to be non-compliant, defective or inapt or incapable for serving Customer’s objectives.
- Notwithstanding Section 4.4, Crafty hereby grants, transfers and assigns to Customer during the Term all of Crafty’s right, title and interest in any express or implied warranties, indemnities or service agreements of the applicable manufacturer of any Equipment which are assignable by Crafty. Crafty shall permit Customer, as Customer’s sole remedy after the period for rejection pursuant to Section 5.4 has lapsed, to enforce any such representation, warranty, indemnity or service agreement against the manufacturer in the name of Crafty, but not against Crafty, its assignees or their respective successors and affiliates; provided, however, that Crafty shall not be obligated to resort to litigation to enforce any such warranty unless Customer shall pay all expenses incurred in connection therewith.
- IN NO EVENT SHALL CRAFTY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY) OR OTHERWISE (“CLAIMS”), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CRAFTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CRAFTY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR CLAIMS RELATED TO SERVICES PERFORMED BY CRAFTY’S SERVICE TECHNICIANS, AS WELL AS SERVICES RENDERED BY ANY THIRD-PARTY.
- IN NO EVENT SHALL CRAFTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE, EXCEED THE MONTHLY RENTAL PAYMENTS ACTUALLY PAID TO CRAFTY IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- Events of Default and Remedies.
- Each of the following shall constitute an Event of Default (an “Event of Default”): (a) Customer materially breaches the Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, Customer does not cure such breach within fifteen 14 days after receipt of written Notice of such breach; (b) Customer becomes insolvent or admits its inability to pay its debts generally, as they become due; (c) Customer becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing; (d) Customer is dissolved or liquidated or takes any corporate action for such purpose; (e) Customer shall have terminated its corporate existence, consolidated with, merged into, or conveyed or leased all or substantially all of its assets as an entity to any person unless: (i) such person within a reasonable amount of time after such consolidation, merger or asset sale executes and delivers to Crafty (or its assignee) an agreement satisfactory in form and substance to Crafty, in its sole discretion, containing such person’s effective assumption and its agreement to pay, perform, comply with and otherwise be liable for all of Customer’s obligations having previously arisen, or then or thereafter arising, under the Agreement, including these Terms and Conditions, together with any documents, agreements, instruments, certificates, opinions and filings reasonably requested by Crafty and (ii) Crafty (or its assignee) is satisfied as to the creditworthiness of such person; (f) Customer makes a general assignment for the benefit of creditors; or (g) Customer has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- Upon the occurrence of an Event of Default and at any time thereafter until Payment in Full, Crafty (or Crafty’s assignee) may exercise from time to time any one or more of the following remedies: (a) terminate the Agreement as to any portion or all of the Equipment; (b) take immediate possession of any or all of the Equipment, wherever situated, and for such purpose enter upon any premises without liability for so doing or requirement to post bond in any legal proceeding; (c) hold, use, lease, sell or otherwise dispose of any or all of the Equipment in such manner as Crafty (or its assignee) in its sole discretion may decide, and with respect to any exercise of its rights to recover and/or dispose of any Equipment, Customer acknowledges and agrees that Crafty shall have no obligation, subject to the requirements of commercial reasonableness, to clean up or otherwise prepare the Equipment for disposition; (d) accelerate the payment of the then-applicable purchase price for the Equipment, whereupon said amounts shall be immediately due and payable by Customer; (e) recover the sum of: (i) any accrued and unpaid rent, plus (ii) the then-applicable purchase price for the Equipment under the Agreement, plus (iii) a recovery fee to compensate Crafty for the cost to Crafty of personnel time and attention equal to six (6) months’ monthly fees, plus (iv) all reasonable costs and expenses incurred by Crafty in any repossession, recovery, storage, repair, sale, release or other disposition of the Equipment, including but not limited to costs of transportation, possession, storage, refurbishing, advertising and brokers fees together with all attorney’s fees and cost incurred in connection therewith or otherwise resulting from Customer’s default (including any incurred at trial, on appeal or any other proceeding), plus (v) interest on all of the foregoing at the rate of one and one-half (1½%) per month; (f) expend such monies as Crafty deems appropriate to cure or mitigate the effect of the Event of Default, or to protect the Crafty’s interest in the Equipment and the Agreement, with all such sums to be immediately reimbursed to Crafty by Customer; (g) setoff Customer’s security deposit (if any) or any other property of Customer held by Crafty against any amount owed by Customer to Crafty, and (h) exercise any other remedy permitted by law, equity or any other agreements with Customer or any guarantor of the Agreement. No remedy given in this paragraph is intended to be exclusive and each shall be cumulative. No express or implied waiver by Crafty of any Event of Default shall constitute a waiver of any subsequent Event of Default.
- Representations and Warranties By Customer. Customer represents and warrants to Crafty that: (a) the Agreement, including these Terms and Conditions, constitutes Customer’s legal, valid and binding obligation and is enforceable against Customer in accordance with its terms; (b) Customer’s entry into and performance under the Agreement will not result in any breach, default or violation under Customer’s organizational documents or any other agreement to which Customer is a party or to which it or its property is subject; (c) there are no suits or proceedings pending or threatened before any court, government agency or arbitrator which, if determined adversely to Customer, would have a material adverse effect on its financial condition or ability to perform its obligations under the Agreement; (d) that any financial statements or other information which Customer has furnished Crafty concerning the business or condition of Customer was true, correct and complete at the time furnished or as of the date of such financial statements; (e) the Equipment shall remain personal property; with respect to any Equipment that is the subject of any sale and leaseback transaction pursuant hereto, Customer has good title to, rights in, and/or power to transfer all of the same; (f) the Equipment is and shall remain removable from and is not essential to the premises upon which it is located regardless of its attachment to realty, and Customer agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to realty with respect to all of the Equipment leased hereto.
- Entire Agreement. The Agreement, including these Terms and Conditions and any related exhibits, schedules, and attachments constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
- Notices. All notices, requests, consents, claims, demands, waivers and other communications under the Agreement (each, a “Notice) must be in writing and addressed to the other Party at its address given in the Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) on receipt by the receiving Party and (b) if the Party giving the Notice has complied with the requirements of this Section 7.3.
- Severability. If any term or provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify the Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Marketing Release. Crafty shall have the right to use the name, logo, symbol, mark, insignia, likeness, characterization, visual and audio representation of Customer in connection with Crafty’s marketing including but not limited to Crafty’s website, social media accounts, and all other print or electronic marketing collateral.
- Amendments; Waiver. No amendment to, or modification of, the Agreement, including the scope of the Services, is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions of the Agreement, including these Terms and Conditions, shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Assignment; Successors. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Crafty. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under the Agreement. The Agreement, including these Terms and Conditions, is binding on and inures to the benefit of the Parties to the Agreement and their respective permitted successors and permitted assigns.
- Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever.
- Choice of Law. The Agreement and all related documents, including these Terms and Conditions and any exhibits attached hereto, and all matters arising out of or relating to the Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois.
- WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THE AGREEMENT, INCLUDING THE TERMS AND CONDITIONS AND ANY EXHIBITS, SCHEDULES, ATTACHMENTS AND APPENDICES ATTACHED TO THE AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING THE TERMS AND CONDITIONS AND ANY EXHIBITS, SCHEDULES, AT-TACHMENTS OR APPENDICES ATTACHED TO THE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
- Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to the Agreement, including these Terms and Conditions and any exhibits, schedules, attachments and appendices attached to the Agreement, and all contemplated transactions, in any forum other than the State of Illinois.