These Terms are intended to maximize the lawful use, value, and commercial utility of data generated through the CellarView Platform while preserving Customer's ownership of its raw, identifiable data.
All definitions shall be interpreted broadly to effectuate the commercial intent of the parties and the long-term operation, development, and monetization of the CellarView Platform.
"Customer Data" means any and all data, information, records, files, datasets, metrics, documents, spreadsheets, databases, images, or other content provided to, ingested by, transmitted through, accessed by, or otherwise made available to the CellarView Platform by or on behalf of Customer, including data sourced from enterprise resource planning (ERP) systems, inventory management systems, laboratory systems, manual inputs, flat files, APIs, or third-party software platforms.
"Operational Data" means data generated from, associated with, or derived from physical operations, including but not limited to tank status, fermentation metrics, temperature, density, pressure, control states, actuator positions, sensor readings, alarms, events, timestamps, and related metadata, regardless of whether the underlying instrumentation, automation, or control systems are supplied by VinWizard or third parties.
"Derived Data" means data, datasets, analytics, models, insights, benchmarks, reports, algorithms, predictive outputs, or other informational or commercial outputs created through the processing, transformation, aggregation, normalization, anonymization, or analysis of Customer Data and/or Operational Data such that the resulting data does not directly identify Customer as the source.
"CellarView Platform" means the CellarView software, applications, services, integrations, APIs, dashboards, analytics tools, machine-learning models, and associated infrastructure operated by VinWizard.
As between the parties, Customer retains ownership of Customer Data solely in its original, raw, and identifiable form as initially provided to the CellarView Platform.
Customer acknowledges and agrees that:
Nothing in these Terms shall limit VinWizard's ability to retain, use, monetize, sublicense, or otherwise exploit Derived Data for any lawful business purpose, whether during or after the term of Customer's use of the CellarView Platform.
Customer hereby grants VinWizard a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to access, host, store, copy, transmit, process, modify, normalize, analyze, combine, and otherwise use Customer Data and Operational Data for any purpose related to the operation, maintenance, support, enhancement, development, commercialization, and evolution of the CellarView Platform and VinWizard's current or future products and services.
This license expressly includes the right to:
Customer expressly acknowledges that VinWizard's business model relies on the ability to extract value from data at scale.
Accordingly, VinWizard may use, commercialize, license, sell, sublicense, publish, distribute, benchmark, and otherwise monetize Derived Data and aggregated datasets in any form and through any channel, including as standalone products or as part of VinWizard offerings, without additional consent, notice, or compensation to Customer.
Where Customer Data or Operational Data is used externally or commercially, VinWizard shall apply commercially reasonable efforts to anonymize, aggregate, or otherwise de-identify such data so that Customer is not readily identifiable as the source, unless Customer has expressly authorized attribution in writing.
Customer acknowledges that anonymization and aggregation processes may be irreversible and that Derived Data may persist indefinitely.
Customer represents and warrants that all data provided to the CellarView Platform is business-to-business data relating solely to commercial, industrial, or operational activities.
Customer shall not intentionally provide personal data, consumer data, or regulated personal information. Customer assumes all responsibility for compliance with any laws applicable to the data it provides.
The CellarView Platform may connect to, integrate with, or ingest data from third-party software systems, databases, laboratory instruments, and automation or control platforms designated by Customer.
VinWizard makes no representations regarding the accuracy or availability of such third-party systems and shall have no liability arising from their performance or data integrity. Customer authorizes VinWizard to access and use such systems and data as necessary to exercise the rights granted herein.
Customer grants VinWizard a non-exclusive, worldwide, royalty-free license to use Customer's name, trade name, logos, trademarks, and non-confidential statements of work for marketing, promotional, sales, investor, and customer-facing materials.
Such use may include websites, presentations, proposals, case studies, customer lists, and investor or acquirer diligence materials. Use shall be consistent with any written brand guidelines provided by Customer.
Notwithstanding any confidentiality or non-disclosure obligations between the parties, Derived Data, anonymized data, aggregated datasets, analytics, benchmarks, and insights generated by VinWizard shall not be deemed Confidential Information of Customer.
VinWizard may disclose such information to third parties without restriction, provided Customer is not identified as the source unless expressly authorized.
Customer expressly agrees that all data rights, licenses, and permissions granted to VinWizard under these Terms are fully transferable and assignable, in whole or in part, without Customer consent, in connection with any merger, acquisition, consolidation, sale of equity, sale of assets, financing transaction, corporate reorganization, or other change of control involving VinWizard.
Any successor, acquirer, or assignee of VinWizard shall be entitled to exercise all rights granted herein to the same extent as VinWizard, including rights to access, retain, use, combine, commercialize, and monetize Customer Data and Derived Data.
Customer waives any right to terminate, restrict, or revoke such rights as a result of a change of control.
All provisions relating to data ownership, licenses, commercialization, derived data, confidentiality carve-outs, branding rights, transferability, and change of control shall survive expiration or termination of these Terms for any reason, without limitation.
VinWizard acknowledges that certain jurisdictions impose additional data protection, security, or localization requirements. VinWizard shall comply with such requirements solely to the extent legally applicable to a particular Customer based on Customer's jurisdiction.
Such compliance shall not expand or elevate VinWizard's obligations with respect to Customers in other jurisdictions.
For Customers established in the European Union, United Kingdom, European Economic Area, or other jurisdictions with comparable regulatory frameworks, VinWizard shall comply with applicable data protection laws as required.
Nothing in this section shall restrict VinWizard's ownership or commercialization of Derived Data, provided Customer is not identified as the source except where required or permitted by law.
Compliance with region-specific data protection requirements shall not be construed to create a global standard or precedent applicable to VinWizard's operations or to other customers.
Each Customer's rights and obligations are governed solely by the laws applicable to that Customer.
Customer is solely responsible for determining whether any regional or national data protection laws apply to its use of the CellarView Platform and for notifying VinWizard in writing if such laws are applicable.
VinWizard shall have no obligation to independently assess Customer's regulatory status.
If any provision of these Terms is held unenforceable under applicable law, such provision shall be modified only to the minimum extent necessary to make it enforceable.
These Terms shall be interpreted to give maximum effect to the parties' commercial intent, particularly with respect to data rights, commercialization, and long-term platform value.
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