1. Information About Us
a. We are COGNAC LLC a limited liability company registered and incorporated under the laws of The United States Corporation Division with our registered office address at 1225 Johnson Ferry Rd. #300 Marietta, GA 30068
b. We operate a website at https://cognacbywine.com
c. We have developed an online platform that allows you to purchase shoes online using our website and services.
d. These Terms and Conditions apply to the use of the Website of COGNAC LLC. By using our website or the Services you agree to the applicability of these Terms and Conditions thereto. If you do not agree to them, you should not use the Website or the Services.
e. We reserve the right, from time to time, to change these Terms and Conditions at our sole discretion. The Terms and Conditions applicable to your access to and use of this Website and your use and/or purchase of COGNAC LLC Services will be the version that is current and displayed on the Website as at each date you access the Website or use COGNAC LLC Services (as applicable). Your use of this Website or your use of COGNAC LLC Services after changes are made, means that you agree to be bound by such changes.
2. Use of the Website and Services
a. The Customer shall not use COGNAC LLC Website or Services to access, store, distribute or transmit any Viruses, or upload any material via the Website or using the Services that:
i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
ii. infringes on third parties’ intellectual property rights;
iii. facilitates illegal activity;
iv. promotes unlawful violence;
v. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or
vi. causes damage or injury to any person or property;
b. Customer indemnifies COGNAC LLC for any breach of this clause by it or its Authorized Users or any breach resulting from the unauthorized use by a third party of the log-in information of an Authorized User, and COGNAC LLC reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
c. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, or except as explicitly agreed otherwise between Parties:
i. use the Website and/or Services to provide services to third parties; or
ii. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website and/or Services available to any third party except the Authorized Users, or
iii. attempt to obtain, or assist any person other than Authorized Users in obtaining access to the Website and/or Services.
d. The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Website and, in the event of any such unauthorized access or use, promptly notify COGNAC LLC.
e. The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
a. COGNAC LLC shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:
i. planned maintenance; and
ii. unscheduled maintenance.
4. COGNAC LLC Obligations
a. COGNAC LLC undertakes that the Services will be performed substantially in accordance with the Agreement and with reasonable skill and care.
b. COGNAC LLC shall procure that the production and delivery of the shoes shall be in conformity with reasonable market standards.
c. The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Website contrary to COGNAC LLC instructions, or modification or alteration of the documentation by any party other than COGNAC LLC or COGNAC LLC duly authorized contractors or agents. If the Website does not conform with the foregoing undertaking, COGNAC LLC will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
i. does not warrant that the Customer’s use of the Website will be uninterrupted or error-free; nor that any documentation and/or the information obtained by the Customer through the Website will meet the Customer’s requirements; and
ii. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
d. The Agreement between COGNAC LLC and Customer is not exclusive and shall not prevent COGNAC LLC from entering into similar agreements with third parties, or from independently developing, using, selling or licensing apps, documentation, products and/or services which are similar to those provided by Customer.
e. COGNAC LLC warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under the Agreement.
5. Customer’s Obligations
The Customer shall:
a. fill in the registration form on the Website correctly, be at least 18 years of age and will be solely responsible for the safekeeping of the provided password for the Website, which will be provided to the Customer if COGNAC LLC accepts him or her as a customer;
b. provide COGNAC LLC with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by COGNAC LLC;
c. comply with all applicable laws and regulations with respect to its activities under the Agreement;
d. carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, COGNAC LLC may adjust any agreed timetable or delivery schedule as reasonably necessary;
e. ensure that the Authorized Users use the Services and the Documentation in accordance with the Terms and Conditions of the Agreement and shall be responsible for any Authorized User’s breach of the Agreement;
f. obtain and shall maintain all necessary licenses, consents, and permissions necessary for COGNAC LLC, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
g. ensure that its network and systems comply with the relevant specifications provided by COGNAC LLC from time to time; and
h. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to COGNAC LLC data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet, and
i. in no way create the appearance that the Customer is the manufacturer of the Shoes and/or that the Customer holds any rights regarding the shoes that are not explicitly granted to the Customer in the Agreement.
6. Rejection of an Order
COGNAC LLC explicitly reserve the right not to accept an order for any reason. COGNAC LLC also reserve the right to cancel an order by written notice to a Buyer in the following situations without being liable for any damage or costs other than repayment of any amount received from you in relation to the cancelled order:
a. the information provided by the Buyer is incorrect;
b. the product is not available;
c. payment by the Buyer was not received;
d. due to force majeure; or
e. in the event of misspelling, pricing or other errors or mistakes in the website information.
7. Prices and Payment
1. All prices are quoted in euro, dollars and pounds and are inclusive of value added tax (VAT) for Europe. Shipment to other countries may occur in duties imposed by governments and costs related to delivery/import. Shipping rates are applied per order. The exact shipping rates depend on the country of delivery. For details on shipping rates per country see the Website.
8. Payment Processing
1. The Buyer must pay in advance by way of credit card, PayPal or iDeal. The Buyer guarantees that all data related to payment, including without limitation personal, address, payment, debit and credit card data, are true and accurate and belong to the Buyer. Should COGNAC LLC doubt the accuracy of any data, it may request the Buyer for additional proof of identity or accuracy of data and/or refuse the conclusion of an agreement and/or refuse delivery. The Buyer is liable for all damages and costs as a consequence of the inaccuracy of any data submitted by Buyer.
2. If, for whatever reason, COGNAC LLC is not able to deliver the order to a Buyer within 42 days after the order is placed, COGNAC LLC shall provide the Buyer with a full refund. Payments can only be processed if the billing information can be verified.
3. COGNAC LLC shall retain the title in any product(s) until we have received full payment for such product(s).
4. The total price specified in the final check out screen includes shipping costs and may not include tax and duty for non-European countries. This price will be recorded in the Order Confirmation, which we recommend you print or download for future reference. If paying by credit card, the total amount for your entire order will be reflected on your statement in your local currency.
5. The prices of shoes will be as displayed on the website. Prices may change from time to time, but changes will not affect any confirmed order.
9. Intellectual Proprietary Rights
1. The Customer acknowledges and agrees that COGNAC LLC owns all intellectual property rights in the Website and the Services. Except as expressly stated herein, the Agreement does not grant the Authorized User any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the COGNAC LLC intellectual property rights, including Services, the Website or any documentation.
2. COGNAC LLC confirms that it has all the rights in relation to the Services and the Website that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
3. COGNAC LLC shall have the right to use all (copyright-protected) material of any kind (including, but not limited to shoes, images, pictures, drawings and text) created by an Authorized User during a Campaign for any (commercial) purpose it sees fit. This includes material uploaded on the Website or created together with COGNAC LLC, for instance photo campaigns or other events.
4. COGNAC LLC shall have the right to use the name of the User for commercial use such as testimonials.
5. COGNAC LLC shall have the right to use all material of any kind created by an Authorized User and COGNAC LLC together during a Campaign for any (commercial) purpose it sees fit.
a. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
i. is or becomes publicly known other than through any act or omission of the receiving party;
ii. was in the other party’s lawful possession before the disclosure;
iii. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
iv. is independently developed by the receiving party, which independent development can be shown by written evidence; or
v. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
b. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.
c. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
d. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
e. The Customer acknowledges that details of the Services and any documentation received from COGNAC LLC and the results of any performance tests of the Services constitute COGNAC LLC Confidential Information.
f. COGNAC LLC acknowledges that the Customer Data is the Confidential Information of the Customer.
g. This clause 14 shall survive termination of the Agreement, however arising.
1. The Customer shall defend, indemnify and hold COGNAC LLC harmless against claims (including but not limited to claims regarding the infringement of third parties’ rights), actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and the and/or Documentation. COGNAC LLC shall in respect of any claims against the Customer arising out of or in connection with the Customer’s design, use of the Services and the and/or Documentation:
a. Give the Customer prompt notice of any such claim;
b. Provide reasonable co-operation to the Customer in the defense and settlement of such claim, at the Customer’s expense; and
c. Give the Customer sole authority to defend or settle the claim.
2. In the defense or settlement of any claim against COGNAC LLC regarding (alleged) third party intellectual property right infringements, COGNAC LLC may procure the right for the Customer to continue using the Services, replace or modify the Services or and/or Documentation so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
3. In no event shall COGNAC LLC, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
i. a modification of the Services or Documentation by anyone other than COGNAC LLC; or
ii. the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by COGNAC LLC; or
iii. the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from COGNAC LLC or any appropriate authority.
4. The foregoing states the Customer’s sole and exclusive rights and remedies, and COGNAC LLC (including COGNAC LLC employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. Limitation of Liability
1. This clause 14 sets out the entire financial liability of COGNAC LLC (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
a. any breach of the Agreement;
b. any use made by the Customer of the Services and/or the Website; and
c. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
2. Except as expressly and specifically provided in the Agreement:
a. the Customer assumes sole responsibility for results obtained from the Services and Documentation or by the Customer, and for conclusions drawn from such use. COGNAC LLC shall have no liability for any damage caused by errors or omissions in any information or instructions provided to COGNAC LLC by the Customer in connection with the Services and/or the Website the, or any actions taken by COGNAC LLC at the Customer’s direction;
b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
c. the Services and any documentation are provided to the Customer on an “as is” basis.
3. Nothing in the Agreement excludes the liability of COGNAC LLC:
a. for death or personal injury caused by COGNAC LLC negligence; or
b. for fraud or fraudulent misrepresentation.
4. Subject to clause 11.2 and clause 11.3:
a. COGNAC LLC shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
b. COGNAC LLC total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to €100 or the total Fees paid during the 12 months immediately preceding the date on which the claim arose, whichever is lower.
13. Term and Termination
1. The Agreement shall, commence on the Effective Date and shall continue for as long as the Customer is subscribed on the Website unless:
a. the Customer terminates his subscription following the instructions on the Website; or
b. the Agreement is otherwise terminated in accordance with the provisions of these Terms and Conditions;
2. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
a. the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
b. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
c. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party; or
d. a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
e. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
f. the other party ceases, or threatens to cease, to trade; or
g. there is a change of control of the other party; or
h. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
4. On termination of the Agreement for any reason:
a. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
b. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
14. Force Majeure
COGNAC LLC shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of COGNAC LLC or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
a. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
b. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
a. If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
b. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17. Entire Agreement
a. These Terms and Conditions together with the Subscription Form and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
b. Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.
a. The Authorized User shall not, without the prior written consent of COGNAC LLC, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
b. COGNAC LLC may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
a. Any notice required to be given under the Agreement by COGNAC LLC to Customer shall be delivered to Customer via the e-mail address provided by Customer in the Subscription Form.
b. Notices to COGNAC LLC shall be done in writing and shall be delivered at its address set out in these Terms and Conditions, or such other address as may have been notified by that party for such purposes, or sent by e-mail to firstname.lastname@example.org
20. Governing Law and Jurisdiction
a. The agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of The Netherlands.
b. The parties irrevocably agree that the courts of Amsterdam have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
21. Changes to these Terms and Conditions
COGNAC LLC may revise these terms and conditions from time to time. Every time an Authorized User is accepted into the platform or Buyer order shoes in the website, the terms and conditions in force at that time will apply to them.