New in Coffee Terms and Conditions

By submitting your new product (the “Product”) on the New in Coffee website of the Association for Specialty Coffee, a California mutual benefit corporation doing business as “Specialty Coffee Association”) ("SCA"), the applicant completing the New in Coffee submission page (“Company”) agrees with SCA to the following terms and conditions. 

Definitions

Capitalized terms not otherwise defined in the Agreement have the meanings set out in this Section. 

“Agreement” means the application Company filled in on the main submission webpage together with these Terms and Conditions. 

"Artwork" means any images or visual components describing the Product. 

"Copy" means the printed text describing the Product.

"Creative Components" or “Submission” alternatively mean the Copy, Artwork and Layout submitted for display on the Website. 

"Intellectual Property" means any and all Trademarks; original works of authorship and related copyrights and any other intangible property in which any party holds proprietary rights, title, interests, or protections, however arising, pursuant to the Laws of any jurisdiction throughout the world, including all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.

"Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, order, injunction, judgment, determination, or other requirement or rule of law of any Governmental Authority. 

"Layout" means the size and placement of Copy and Artwork within the Website, including margins, backgrounds, fonts, and colors. 

"SCA Policies" means all policies of SCA regarding content to be published on its website and in other publications, including Specifications, Submission Deadlines, content restrictions, and privacy policies, as may be implemented or amended by SCA from time to time. 

"Representatives" means a Party's employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns. 

"Specifications" means the technical specifications of SCA for all advertisements to be published in the publication as set forth in the SCA Policies.

"Submission Deadline" means the date, if any, by which SCA requires Creative Components or any other materials or information from Company to publish Company’s Submission. 

"Trademarks" means all rights in and to US and other trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source, sponsorship, association, or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights[and all similar or equivalent rights or forms of protection in any part of the world. 

Agreement to Display the Creative Components

1.1 Agreement to Display. Subject to the terms and conditions of this Agreement and upon payment of a fee of 400 USD, SCA shall display the Creative Components on the Website as detailed herein. 

1.2 Non-Exclusivity. Nothing herein is intended nor shall be construed as creating an exclusive arrangement between Company and SCA. This Agreement will not restrict Company from publicizing the Product in other publications or media. 

1.3 Amendments to Submission. Company shall have the right to cancel or amend any Submission, provided that SCA shall have the right to charge an additional fee for its services. 

1.4 Acceptance or Rejection of Submission. SCA has the right, in its sole discretion, to accept or reject any Submission. No Submission is binding on the Parties unless accepted by SCA. 

1.5 Clearances. Company shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for Company to create any Creative Components and grant SCA the right to reproduce and display it on the Website. 

1.6 SCA Policies and Approval.

(a) All Creative Components must conform to the then-current SCA Policies, which SCA shall send or otherwise make electronically available to Company. 

(b) SCA reserves the right to reject any Submission, regardless of whether such Submission was previously accepted, which, in its sole discretion, it determines (i) does not comply with any SCA Policy, (ii) is offensive, obscene, or profane, (iii) is defamatory, libelous, slanderous, or otherwise unlawful, (iv) is false or misleading or (v) claims endorsement in any way by SCA of any products or services. 

(c) SCA shall notify Company as soon as reasonably possible of any objection to any Submission or any Creative Component therein. SCA may, in its sole discretion provide Company with the opportunity to amend or replace a rejected Creative Component. 

SCA's License. Subject to the terms and conditions of this Agreement, Company grants SCA a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to reproduce, publish, and distribute each Submission, including all of Company's Intellectual Property contained therein, on the Website in accordance with the terms of this Agreement. Other than this express license, Company grants no right or license to SCA by implication, estoppel, or otherwise to any of Company's Intellectual Property. 

Representations, Warranties, and Certain Covenants.

1.7 Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other that: 

(a) it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its organization; 

(b) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement; 

(c) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; 

(d) the execution of this Agreement by its Representative whose signature is set forth at the end hereof and the delivery of this Agreement by the Party has been duly authorized by all necessary action of the Party; and 

(e) this Agreement has been executed and delivered by the Party and (assuming due authorization, execution, and delivery by the other Party) constitutes the legal, valid and binding obligation of the Party, enforceable against the Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity. 

1.8 Company Representations, Warranties, and Covenants. Company represents, warrants, and covenants to SCA that: 

(a) at the time of each Submission’s publication on the Website any statement, claim, or representation made by Company in it (i) will be supported by competent and reliable prior substantiation in accordance with all applicable Laws, including the Laws of the United States Federal Trade Commission and (ii) shall comply with all other applicable Laws regarding deceptive trade practices, fair competition, and consumer protection; 

(b) nothing in any Creative Component will (i) violate any criminal Law, (ii) advocate any illegal activity or (iii) be defamatory, libelous, slanderous, or otherwise unlawful; 

(c) Company has and will retain all rights, licenses, and clearances necessary to lawfully use, and authorize SCA to use, the contents and subject matter contained in any Submission including: (i) any Intellectual Property; (ii) any testimonials or endorsements contained in any Submission; (iii) any name, photograph, likeness, or identity of individuals, either living or dead, famous, or not famous; and (iv) any other rights, licenses, permissions clearance, or approvals which may be necessary; 

(d) to the extent that any Submission or Creative Component contained therein is delivered to SCA in electronic form, it will not contain any viruses, time bombs, or other devices capable of disabling or interfering with any computer systems or software; and

(e) Company shall use the Website Space solely for its own benefit and not for the placement of any third-party promotion. 

1.9 SCA Covenants. SCA shall not, and shall not grant any third party the right to: 

(a) Republish or otherwise reuse, edit, modify, or create any derivative works of any Submission or Creative Component thereof in any media now in existence or hereafter developed, whether or not combined with its own materials or material of others, except as follows:

(i) Crop the images or overlay the New in Coffee logo on top of the images to use them in promotion of the New in Coffee program, such as in social media, newsletters, and press releases in the sole discrection of the SCA.

(ii) Edit the Submission's text copy as may be needed, to comply with SCA's Style Guide and correct spelling or grammatical errors. If there are more than minor edits, SCA will first consult with Company.

(b) Alter or delete any Company Trademark or Trademark or copyright notice included in any Submission. 

1.10 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 4, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW[, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE,] OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 4 OF THIS AGREEMENT. 

Indemnification

1.11 Company Indemnification Obligations. Company shall defend, indemnify, and hold harmless SCA and its Representatives (collectively, "SCA Indemnified Party"), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, "Losses"), incurred by or awarded against SCA Indemnified Party awarded against arising out or resulting from any claim alleging: 

(a) breach by Company of any representation, warranty, covenant or other [material] obligations set forth in this Agreement; or 

(b) negligence or more culpable act or omission of Company (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement. 

1.12 SCA Indemnification Obligations. SCA shall defend, indemnify, and hold harmless Company and its Representatives (collectively, "Company Indemnified Party"), against any and all Losses, arising out of or resulting from any third-party claim alleging: 

(a) breach by SCA of any material obligations set forth in this Agreement; or 

(b) negligence or more culpable act or omission of SCA Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement. 

1.13 Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from the other Party's willful or reckless acts or omissions. 

1.14 Indemnification Procedures. A party seeking indemnification under this Section 5 (the "Indemnified Party") shall give the Party from whom indemnification is sought (the "Indemnifying Party"): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure and (b) reasonable cooperation[, at the Indemnifying Party's expense,] in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle, or dispose of any claims in a manner that affects the Indemnified Party's rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense. 

1.15 EXCLUSIVE REMEDY. THIS SECTION 5 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 5. 

Limitation of Liability

NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Duration of Display. The Submission will be displayed by SCA on the Website for a minimum of 6 months and a maximum to be determined by SCA in its sole discretion, with the objective of restricting content to recently introduced products. Company may withdraw the Submission at any time upon reasonable prior written request to SCA at: new@sca.coffee

Miscellaneous

1.16 Entire Agreement. This Agreement 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, with respect to such subject matter. 

1.17 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties as set forth on the main submission page. 

1.18 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

1.19 Amendment. No amendment to this Agreement is effective unless it is in writing and signed by an authorized Representative of each Party. 

1.20 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this 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. 

1.21 Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party[, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may assign this Agreement to a parent, subsidiary, or other affiliate, a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Party's assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 

1.22 No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 

1.23 Choice of Law. This Agreement and all Insertion Orders and other related documents[, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute] are governed by, and construed in accordance with, the laws of the State of California, United States of America, 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 California. 

1.24 Choice of Forum. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the County of Orange, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. 

1.25 Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics (including the presently existing coronavirus pandemic), or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency;(g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and [(i) other similar events beyond the reasonable control of the Impacted Party, whether or not they could be reasonably anticipated. 

The Impacted Party shall give Notice within thirty (30) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this Section 8.10, either Party may thereafter terminate this Agreement upon ten (10) days' written Notice.