Beanz Roaster Terms US

Version 2.0 | Effective September 2026

The BRG Group Roaster Agreement is entered into by and between Breville USA, Inc. (including its corporate affiliates, "BRG Group") and Roaster shall be governed by the following Beanz Roaster Terms (collectively with the BRG Group Roaster Agreement, the "Agreement"):

I. BRG GROUP'S RIGHTS & RESPONSIBILITIES

Marketing and Sale of Products. BRG Group shall be responsible for all operating functions of the Beanz website and sale of the Products. BRG Group shall process customer orders and collect all amounts due from customers for Products purchased, including applicable sales tax. BRG Group shall transmit the details of each purchase to Roaster for shipment from Roaster directly to the customer. BRG Group may market the Products for purchase on a one-time basis or as part of a subscription at its sole discretion. BRG Group may market some or all of the Products and shall solely determine market prices for all Products. Roaster grants BRG Group a non-exclusive license, which may be sub-licensed to customers, partners or distributors of BRG Group, to utilize Roaster's name, brand, likeness and any other information provided by Roaster to assist in marketing the Products or otherwise in conjunction with the marketing or sale of products or services of BRG Group. BRG Group retains the unrestricted right to enter into agreements with other third parties for the sale of similar coffee bean products through Beanz, and to sell the Products directly to end customers through any other sales channel.

  • Customer Service. As an additional service to Roaster, BRG Group shall provide customer service resources relating to Beanz customers. Roaster shall provide BRG Group with any information reasonably necessary to resolve customer service issues arising from the sale of any Product. BRG Group may take any action reasonably necessary to satisfy the Customer, up to and including resolving the issue at Roaster's expense. Any delivery issues, including delays or loss of any Product, are the sole responsibility of Roaster, which includes full replacement of any lost Product. In the event that BRG Group reasonably believes that a proposed transaction represents potentially fraudulent activity, BRG Group may cancel the transaction.

II. ROASTER'S RIGHTS & RESPONSIBILITIES

  • Products and Related Information. Roaster shall provide all Products purchased by customers on the Beanz platform and shall provide BRG Group with information requested relating to the Products, including raw data and Roaster's notes, to allow BRG Group to develop Product listings to be posted on Beanz. The Product related information provided by Roaster shall contain a clear and accurate description of the qualities and characteristics of and related to each Product. BRG Group shall develop the final Product listing to be posted on Beanz and has the right to amend any Product-related information provided by Roaster in its sole discretion.

Roaster warrants that it shall maintain inventory of the Products sufficient to meet reasonable customer demand. Roaster shall not list any Product it does not currently have or reasonably expect to have in stock to fulfill customer orders. Roaster shall not supply stale beans. Roaster shall not roast beans until after an order has been received with respect to such beans.

  • Shipping. Roaster is responsible for all aspects of shipping, including using the BRG Group branded packaging, labeling, or other promotional materials when made available by BRG Group. To assist Roaster, BRG Group has developed “Beanz Connect”, a Shopify application that connects BRG Group with the Roaster’s Shopify account, which will allow Roaster’s orders from Beanz.com to appear on Roaster’s Shopify account through its normal e-commerce workflow. BRG Group shall reimburse Roaster for delivery costs on a flat-fee basis as fully described in the Agreement.

When Roaster receives notice of a customer purchase, Roaster shall process and fulfill the order in accordance with the Agreement. In the event of an incorrect or damaged Product being shipped to a customer, Roaster shall either send a replacement Product at no cost or provide a full refund to the customer. If an item is unavailable, Roaster shall not substitute another item unless expressly agreed to by the customer. Unless otherwise previously agreed to by the parties, Roaster may not include any marketing, promotional materials, or any other solicitations with a Product that is shipped to a customer.

BRG Group may cancel any customer order that is not shipped by the committed ship date or by a ship date that is reasonable, and BRG Group shall have no duty to compensate Roaster for any canceled orders. Roaster is responsible for all delivery errors except to the extent caused by BRG Group's failure to supply accurate customer shipping information.

  • Customer Chargebacks. If BRG Group notifies Roaster of a customer chargeback received due to non-delivery or other dispute, Roaster shall provide BRG Group with all information reasonably requested to resolve any such chargeback within five (5) business days of receiving notice. BRG Group will then seek to resolve the matter and reestablish the order. If Roaster fails to provide the information requested, Roaster shall reimburse BRG Group for any such chargeback and any resulting costs.

  • Newsletters, Marketing & Other Materials. Roaster consents to receiving newsletters, marketing and other materials from BRG Group in relation to the Agreement or otherwise.

III. PAYMENT

BRG Group shall provide a weekly pay advise every seven (7) days for Products sold by BRG Group. Roaster shall subsequently invoice BRG Group and BRG Group shall pay Roaster within thirty (30) days of receipt of each invoice.

IV. TERM OF THE AGREEMENT

The Effective Date of the Agreement shall be the date of execution by Roaster and shall continue until terminated by either party. Both BRG Group and Roaster have a right to terminate the Agreement with or without cause upon five (5) business days' prior written notice to the other party. In the event of any such termination, Roaster shall fulfill all outstanding customer orders placed prior to such termination. Notwithstanding the foregoing, BRG Group may cease or suspend the availability of the Products on Beanz in its sole discretion at any time.

V. PRODUCT WARRANTY AND RECALLS

Roaster warrants that the Products are of good quality and are merchantable and fit for human consumption, consistent with all applicable food safety and labeling regulations. Roaster shall immediately notify BRG Group of any potential product defects or recalls relating to the Products. Roaster shall manage any recall process competently and be solely responsible for all related liabilities and costs. Further, Roaster warrants that the Products shall not infringe any intellectual property right held by any third party and that all Products will conform to the product description as listed on Beanz.

VI. MUTUAL WARRANTIES

Each party represents and warrants that it: (i) is validly existing and in good standing in the state or territory where its principal place of business resides, (ii) has full corporate power and authority to enter into and perform under the Agreement, (iii) has not entered into, nor will enter into, any third-party agreements which violate the Agreement, (iv) as of the Effective Date, is aware of no legal, contractual or other restriction, limitation or condition that might adversely affect its ability to perform hereunder, and (v) shall perform its obligations in accordance with all applicable local, state, federal, and governmental regulations, and court orders of any competent jurisdiction.

VII. CUSTOMER DATA

This section governs the processing of Personal Data under the Agreement and prevails over any other provision of the Agreement to the extent of a conflict concerning Personal Data. In this section, "Privacy Laws" means all applicable United States federal and state laws and regulations governing the privacy, data protection, security or processing of Personal Data under the Agreement, expressly including the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, and its implementing regulations ("CCPA"); "Personal Data" means personal information, personal data or any equivalent term as defined under applicable Privacy Laws; "Integration" means the application or interface operated by BRG Group that connects BRG Group's platform with Roaster's e-commerce store for the purpose of transmitting and fulfilling orders (currently the Beanz Connect application); "Beanz Customer Data" means the Personal Data BRG Group transmits to Roaster to enable fulfillment of an order placed through BRG Group's platform (including the customer's name, delivery address, order line items, delivery contact details, and order and shipment status); and "Roaster Store Data" means any other Personal Data held in Roaster's own e-commerce store, including Personal Data of Roaster's own customers who have not placed an order through BRG Group's platform.

  • Roles. For Beanz Customer Data, BRG Group is the Business and/or Controller, as applicable under Privacy Laws, and Roaster is BRG Group's Service Provider and/or Processor, as applicable. Roaster is independently responsible for Roaster Store Data, and BRG Group has no authority to process Roaster Store Data except as set out in paragraph (F).

  • Roaster's Processing of Beanz Customer Data. The nature and purpose of the processing is to receive, fulfill, ship and handle returns of Beanz orders and address directly related delivery and customer-service issues; the types of Personal Data processed are as described in the definition of Beanz Customer Data; the categories of consumers are purchasers of products through BRG Group's platform; and the duration of processing is for as long as necessary to fulfill each order and as otherwise permitted under this section. Roaster shall: (i) process Beanz Customer Data only for the specific business purposes of receiving and processing Beanz orders, fulfilling and shipping those orders, handling returns, addressing delivery and customer-service issues directly related to those orders, and complying with applicable legal obligations directly relating to those activities; (ii) not sell or share Beanz Customer Data, as those terms are defined under the CCPA; (iii) not retain, use or disclose Beanz Customer Data for any purpose other than the specific business purposes set forth in clause (i) or outside the direct business relationship between Roaster and BRG Group; (iv) not use Beanz Customer Data for Roaster's own marketing, customer relationship management, profiling or other independent purposes; (v) not combine Beanz Customer Data with Personal Data received from or on behalf of another person, or collected from Roaster's own interaction with the consumer, except to the limited extent expressly permitted by applicable Privacy Laws; (vi) provide the same level of privacy protection for Beanz Customer Data as is required of BRG Group under the CCPA and other applicable Privacy Laws; (vii) ensure that persons authorized to process the data are bound by confidentiality; (viii) implement reasonable administrative, technical and physical safeguards and reasonable security procedures and practices appropriate to the nature of the Personal Data; (ix) engage a sub-processor only under a written agreement imposing privacy and security obligations no less protective than those applicable to Roaster under this section, and remain responsible for each sub-processor's processing; (x) reasonably assist BRG Group in responding to consumer rights requests under applicable Privacy Laws, and if Roaster directly receives a consumer request relating to Beanz Customer Data, promptly refer the request to BRG Group and not independently respond except on BRG Group's instructions or where required by law; (xi) provide reasonable information and assistance needed by BRG Group for privacy or data-protection assessments, cybersecurity audits where required by applicable Privacy Laws, and regulatory or compliance inquiries relating to Beanz Customer Data; (xii) on completion of the relevant order or on termination, delete or return Beanz Customer Data at BRG Group's option and confirm deletion in writing on request, except to the extent retention is required by applicable law, and continue to protect any such retained data in accordance with this section; and (xiii) make available to BRG Group the information necessary to demonstrate compliance with this section and allow for audits on reasonable notice. BRG Group may take reasonable and appropriate steps to ensure that Roaster uses Beanz Customer Data consistently with BRG Group's obligations under Privacy Laws. Roaster shall notify BRG Group if it determines that it can no longer meet its obligations under applicable Privacy Laws. Upon such notice, BRG Group may take reasonable and appropriate steps to stop and remediate any unauthorized use of Beanz Customer Data.

  • Retention. Roaster shall retain Beanz Customer Data only for as long as necessary to fulfill the order and to meet any statutory retention obligation applicable to Roaster, and shall not retain it beyond that period.

  • Security and Security Incidents. Each party shall maintain reasonable administrative, technical and physical safeguards and reasonable security procedures and practices appropriate to the nature of the Personal Data processed under the Agreement. Roaster shall notify BRG Group without unreasonable delay after becoming aware of any actual or reasonably suspected unauthorized access to, acquisition of, use, disclosure, alteration or destruction of Beanz Customer Data, and shall reasonably cooperate with and provide BRG Group the information needed for BRG Group to comply with applicable breach-notification and related legal obligations.

    BRG Group shall notify Roaster without unreasonable delay after becoming aware of any security incident affecting Roaster Store Data that is connected with the Integration.

  • Cross-border data handling.

    Each party remains fully responsible under this section for Beanz Customer Data it processes outside the United States, including where processing is carried out by a sub-processor or affiliate located abroad. Neither party shall engage in any transaction involving Beanz Customer Data that is prohibited or restricted under applicable United States law governing access to U.S. personal data by foreign countries or persons of concern (including Executive Order 14117 and its implementing regulations), to the extent applicable.

  • Integration access controls. BRG Group accesses Roaster's e-commerce store through the Integration using access credentials issued through Roaster's e-commerce platform. BRG Group shall: (i) request only the access permissions reasonably necessary for the order and fulfillment flow; (ii) access and process only records created by, or associated with, the Integration, and shall not access, use, retain or disclose Roaster Store Data; and (iii) store access credentials securely. To the extent BRG Group inadvertently accesses Roaster Store Data, BRG Group shall promptly delete it and shall not use or retain it.

  • Compliance and cooperation. Each party shall comply with Privacy Laws in performing the Agreement.

VIII. INDEMNIFICATION

Roaster shall indemnify, defend, and hold BRG Group harmless from and against any losses, expenses, liabilities, damages and other claims, including reasonable attorney fees and expenses, arising out of: (i) its negligent or intentional acts or omissions, or (ii) its breach of the Agreement, or (iii) any and all claims relating to the Products, including but not limited to personal injury claims and third-party intellectual property infringement claims.

IX. LIMITATION OF LIABILITY

IN NO EVENT SHALL BRG GROUP BE LIABLE TO ROASTER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF ANTICIPATED SAVINGS, GOODWILL OR REVENUE, FOR ANY MATTER ARISING OUT OF OR RELATING TO THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, WARRANTY, TORT OR OTHERWISE EVEN IF BRG GROUP MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN N EVENT SHALL THE AGGREGATE LIABILITY OF BRG GROUP FOR DAMAGES WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THE AGREEMENT, REGARDLESS OF LEGAL THEORY, EXCEED THE DOLLAR AMOUNT EQUAL TO THE ANNUAL SALES OF THE PRODUCTS DURING THE TWELVE (12) MONTH PERIOD PRECEEDING WHEN SUCH CLAIM OR CAUSE OF ACTION ARISES, REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, WARRANTY, TORT OR OTHERWISE AND EVEN IF BRG GROUP MAY FORESEE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

X. General

Assignment. Roaster may not assign or otherwise transfer its agreement with BRG Group without the prior written consent of BRG Group, which consent shall not be unreasonably withheld. The Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective heirs, successors and assigns.

Modification and Waiver. The Agreement contains the entire agreement of the parties and may not be amended or modified unless agreed to in writing by each party. No inaction by either of the parties with regard to any breach of any condition or provision of the Agreement shall be deemed a waiver of that term or of any other provision or condition in the Agreement.

Confidentiality. The parties acknowledge and agree that the Agreement and the matters discussed in negotiating its terms are confidential. It is therefore expressly understood and agreed by each party that it will not reveal, discuss, publish or in any way communicate any of the terms included in the Agreement to any person, organization or other entity, except to professional representatives or as required by law, or as necessary for a party to fulfill its obligations under the Agreement.

Relationship. The parties are independent contractors and neither party is the legal representative or agent of the other in any respect and is not authorized to assume or create any obligation or liability of any kind on behalf of the other.

Severability. The provisions of the Agreement will be deemed severable, and if any provision of the Agreement is held to be illegal, void, or invalid under applicable law, such provision may be changed to the limited extent reasonably necessary to make the provision legal, valid, and binding. If any provision of the Agreement is held illegal, void, or invalid in its entirety, the remaining provisions of the Agreement will not be voided but will remain binding in accordance with their terms.

Force Majeure. If performance of any part of the Agreement by either party is prevented or delayed by reason of any cause or causes beyond the reasonable control of the party affected (including, without limitation, acts of God, acts of civil or military authority including governmental priorities, fires, floods, epidemics, pandemics, terrorist attacks, wars and riots), the party affected shall be temporarily excused from such performance to the extent that it is reasonably prevented or delayed thereby.

Jurisdiction. The Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of law. The parties agree that any legal proceeding relating to the Agreement or the enforcement of any provision of the Agreement shall be brought or otherwise commenced only in the state or federal courts of California. Both parties hereby agree to a waiver of any trial by jury.