Coffee Shop Doc

Terms of Service

Birch Coffee (“Birch” or “we”) offer the Coffee Shop Doc Platform (“Coffee Shop Doc”) which allows owners and operators of coffee businesses (“Owners”) and others to access an archive of customizable template documents (“Documents”) selected and created to help Owners start or build successful businesses. The Coffee Shop Doc also allows them to subscribe for access to a variety of services (collectively, the “Services”), including mentorship, discussion forums with other Owners, original video content, and live and remote events, all tailored to the specific needs of Owners and their businesses, and all made available through the website located at www.coffeeshopdoc.com the Birch mobile app (“Birch Properties”).   

Use of the Coffee Shop Doc, and access to the Documents and Services, are subject to these terms and conditions (“Agreement”). This Agreement constitutes a legally binding agreement between Birch and each person who uses the Coffee Shop Doc in any manner (“you”), whether or not you purchase access to Documents or Services.  You acknowledge and agree that in order to access the Documents and Services you must have a personal computer or other device with access to the internet and a valid credit card or other payment method acceptable to Birch. 

By using the Coffee Shop Doc or any Birch Property, you acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms, including the arbitration clause and class action waiver described in Section ____ below to resolve any disputes with Birch. Birch may modify this Agreement from time to time, with or without notice, and your continued use of the Coffee Shop Doc or Birch Property after such modification shall be deemed to be your acceptance of any such modification. If you do not agree to any modification of this Agreement, you must immediately cease use of the Coffee Shop Doc and all Birch Properties.

1. Coffee Shop Doc

The Coffee Shop Doc and the Birch Properties are owned an operated by _____________, located at ______________.   The Birch Properties and the Coffee Shop Doc may also interact with third-party technology to deliver access to the Birch Properties, the Documents and Services.  You acknowledge and agree that Birch does not control, is not responsible for, and makes no warranties or representations concerning the operation, security, accessibility or any other aspect of any such third party with whose services the Coffee Shop Doc may interact, including without limitation ____________ and credit card issuers or other payment processors.    

Use of the Coffee Shop Doc or any Birch Properties by a Document subscriber (“Document Subscriber”) is subject to compliance by Document Subscribers with the Document Subscriber Terms and Conditions described in Section 2 below (the “Document Subscriber Terms”) and the other terms of this Agreement.

Use of the Coffee Shop Doc or any Birch Properties by a Services Subscriber is subject to compliance by Services Subscribers with the Services Subscriber Terms and Conditions described in Section 3 below (the “Services Subscriber Terms”) and the other terms of this Agreement.

2. Document Subscriber Terms and Conditions

Document Subscriber may use the Coffee Shop Doc to access the Documents by download, in Microsoft WORD format.  Prior to obtaining access, Document Subscriber agrees to pay the one-time subscription fee (“Fee”) specified on the order page [insert link].  Payment of the Fee authorizes Document Subscriber to access and download all Documents in the XYZ document archive as of the time of payment (“Archive”), and also authorizes Document Subscriber to obtain ongoing access to new Documents as Birch may in its sole discretion add them to the Archive.  Document Subscriber acknowledges and agrees that Birch has no obligation to add Documents to the Archive at any time. 

The Coffee Shop Doc does not allow access to the Documents “a la carte”; in order to access any of the Documents in the Archive, a Document Subscriber must pay the Fee that authorizes access to the full Archive.

Birch hereby grants Document Subscriber a perpetual, non-exclusive, royalty-free, worldwide, non-transferable license to access, reproduce, modify, customize, and otherwise use the Documents pursuant to the terms of this Agreement, solely for Document Subscriber’s own use in connection with a single location of a coffee shop, coffee bar or other coffee-related business, which Document Subscriber agrees to specify at the time of payment of the Fee (the “Location”).  The foregoing license does not extend to the Document Subscriber’s use of the Documents in connection with any location of a business other than the Location.  The foregoing license does not extend to any use of the Documents by any party other than the Document Subscriber, whether or not such party makes use of the Documents in connection with a business situated at the Location.

Document Subscriber acknowledges and agrees that the Documents provided to Document Subscriber hereunder are provided for informational and illustrative purposes only and may not, should not and shall not be construed by Document Subscriber as financial, legal or other advice of any kind.  Document Subscriber agrees that under no circumstances shall Birch be liable for any investment, business or other decisions made based on the Documents or on information available through, or projections, scenarios or other data generated through, the Documents.

Without limiting the generality of the foregoing, Document Subscriber acknowledges and agrees that state laws may not be not uniform with respect to the issues addressed by the Documents, and that the Documents do not reflect or purport to reflect the laws or regulations of all fifty (50) states of the United States, or the laws of all or any county, municipal, or other subdivisions thereof, with respect to the issues addressed or implicated thereby.    

3. Services Subscriber Terms and Conditions

Services Subscriber may access the Services as provided hereunder.  Prior to obtaining access to the Services, Services Subscriber agrees to pay the services fee (“Services Fee”) specified on the order page [insert link].  By payment of the Services Fee, Services Subscriber agrees to accept the terms of this Agreement.

Mentorship:   In exchange for the Services Fee, Birch will provide Services Subscribers with online access to one or more mentors who will advise mentees (Services Subscribers) in connection with …

Forum:  In exchange for the Services Fee, Birch will provide Services Subscribers with online access to one or more Forums in which other Services Subscribers may discuss …. 

Video Content: In exchange for the Services Fee, Birch will provide Services Subscribers with online access to video content created by Birch specifically for the Coffee Shop Doc…

Events:  In exchange for the Services Fee, Birch will provide Services Subscribers with online access to one or more live and virtual Events  

4. Privacy Policy

Any and all information collected from any Document Subscriber, Services Subscriber or other user of the Birch Properties shall be subject to our Privacy Policy, a copy of which is located at: [_________________] and which is hereby incorporated by reference (the “Privacy Policy”).

5. Coffee Shop Doc License

Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to access and use the Coffee Shop Doc and the Birch Properties solely as provided in this Agreement. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement. Birch reserves the right to change, upgrade, or discontinue the Coffee Shop Doc and any Birch Property or any feature of the Coffee Shop Doc or the Birch Properties, at any time, with or without notice. All rights not expressly granted under this Agreement are reserved by Birch or its licensors.

6. Coffee Shop Doc Restrictions

You agree that you will not, and will not permit others to: (i) damage, interfere with or unreasonably overload the Birch Properties; (ii) introduce into the Birch Properties any code intended to disrupt the Coffee Shop Doc; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the Birch Properties (collectively, “Content”); (iv) access the Program or the Birch Properties by expert system, electronic agent, “bot” or other automated means; (v) use scripts or disguised redirects to derive financial benefit from Birch; (vi) modify, reverse engineer, reverse assemble, decompile, copy or otherwise derive the source code of any Birch Property for any reason; (vii) rent, sell or sublicense any of the Birch Properties; (viii) provide any unauthorized third party with access to the Coffee Shop Doc; (ix) access confidential Content through the Birch Properties; (x) interfere with the operation of the Coffee Shop Doc, including, but not limited to, by distribution of unsolicited advertising or mail messages and propagation of computer worms, digital ledger technology “mining” programs or similar, and viruses; (xi) post any material in any form whatsoever on the Birch Properties or within the Coffee Shop Doc that is disparaging to Birch or its agents, is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (xii) infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Coffee Shop Doc or the Birch Properties; (xiii) engage in any activity that does not comply with applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Coffee Shop Doc.

7. Ownership

All right, title, and interest in the Coffee Shop Doc, the Birch Properties, and the Content belong to Birch or its licensors. Additionally, Birch shall maintain all right, title, and interest in “Birch,” “XYZ”, the Birch logo, the XYZ logo, and any other marks, service marks, trademarks, or logos used by Birch (“Birch Marks”) whether or not such Birch Marks are registered in the U.S. or any other country. The Birch Marks may not be used in connection with any product or service in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Birch. You agree that you shall not by any means bid on any keywords with any search engine containing “Birch,” “XYZ” or anything substantially similar to “Birch”, “XYZ” or any other Birch Mark including, without limitation Birch.com or XYZ.com. You shall not mention or use Birch in any ad text, extensions or banner ads without the express written consent of Birch. All other trademarks not owned by Birch that are used in or on the Birch Properties are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Birch.

8. Indemnification

You hereby release, acquit, hold harmless, forever discharge, and agree to indemnify Birch, as well as its officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of this Agreement or for any materials or information in any form whatsoever that are provided by you (or through your username and/or password) to Birch. You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim arising therefrom. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

9. Warranty Disclaimer

THE COFFEE SHOP DOC, CONTENT, AND THE BIRCH PROPERTIES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR VALIDITY OF THE COFFEE SHOP DOC, CONTENT, OR THE BIRCH PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED IN CONNECTION WITH THE COFFEE SHOP DOC. BIRCH DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE BIRCH PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BIRCH BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS PROFITS, LOSS DATA OR LOSS OF USE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIRCH’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS ($50).

11. Termination or Suspension

This Agreement is effective when accepted by you and will remain in effect until you or we terminate your access to the Coffee Shop Doc. We may terminate this Agreement and your use of or access to the Coffee Shop Doc at any time, for any reason or no reason. Any violation of this Agreement or the rules and conditions of the Coffee Shop Doc may result in cancellation of your access to the Coffee Shop Doc. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part of the Coffee Shop Doc or any functionality, feature or other component of any Birch Property. You agree that Birch will not be liable to you or to any third party for any modification, suspension, or termination of the Coffee Shop Doc or your access to any of the Birch Properties. If you are dissatisfied with any aspect of the Coffee Shop Doc at any time, your sole and exclusive remedy is to cease using the Coffee Shop Doc. Termination will not prejudice either your or our remedies at law or in equity.

12. Governing Law & Arbitration

The validity, construction, and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of [New York] in the United States, excluding its conflicts of laws principles. However, as explained below, the agreement to arbitrate in the following paragraph is governed by United States federal law.

You agree that any dispute, claim or controversy arising out of or in connection with Birch’s business or this Agreement or relating in any way to the Coffee Shop Doc or the Birch Properties shall be determined by binding arbitration. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this Agreement to arbitrate, and any such arbitration hearing shall be heard in [New York City].

Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in state or federal court. Discovery in arbitration is more limited than is generally available in the courts and the arbitrator’s decision is also subject to very limited appellate review by the courts.

You also agree to waive the right to a trial by jury or to participate in a class action. These waivers are mutual as between you and Birch, and Birch waives its right to a trial by jury or to participate in a class action against you. This means that neither you nor Birch can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and Birch further agree that if the provisions of this paragraph are found to be unenforceable, then the entire provision compelling arbitration shall be null and void.

You also agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration.

The arbitration will be governed by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.com. The arbitrator is bound by the terms of this Agreement. If you prevail in arbitration and your claim is for less than $10,000, Birch will reimburse you for filing fees at the conclusion of the proceeding unless your claim is found to be frivolous by the arbitrator.

13. Assignment

You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void.

14, Headings

Headings under this Agreement intended only for convenience and shall not affect the interpretation of this Agreement.

15. No Waiver; Severability

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.

16. Entire Agreement

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions of this Agreement that may have been accepted by you). We reserve the right to modify this Agreement at any time. Your non-termination and continued use of the Coffee Shop Doc or use of any Birch Property after modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof.