IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IN THEIR ENTIRETY, THEN YOU ARE NOT AUTHORIZED TO USE OR ACCESS THIS WEBSITE.
This Agreement was posted to this Website on July 21st 2015 and was last updated on this date. This Agreement may be amended from time to time. You should visit this page regularly to keep yourself informed of the most current version of this Agreement.
The terms "us", "we" and "our" refer to Touton Holdings, Ltd. and its subsidiaries and affiliates. The term "you" refers to each individual user of this Website and, if applicable, each of our customers who the individual user is representing.
- 1.Access to Persons Under 21 Prohibited
We do not sell alcoholic beverages to any persons who are under the age of 21. By using and/or accessing this Website, you hereby warrant and represent that you are at least 21 years old. We make every effort to ensure that alcoholic beverages will not be sold or delivered to anyone who is under the age of 21. Therefore, you also agree that any person receiving any deliveries of alcoholic beverages from us will be at least 21 years old. You further agree that no alcoholic beverages will be resold to anyone who is under the age of 21. Violations of any of the provisions of this Section will be prosecuted to the fullest extent of the law.
- 2.No Direct Sales To Consumers Through Website
We only sell our wine to licensed wholesalers, distributors and retailers that are our customers. Certain areas of this Website are restricted to those of our customers who have signed up for an online account. If you are a consumer and you would like to purchase any of our fine wines or other products, we suggest that you contact your local wine shops, liquor stores, bars or restaurants and ask that they stock our products for you.
- 3.Grant of Right of Use and Access
We hereby grant you the right to access and use the Website provided that you are in agreement with, and will continue to acknowledge and/or abide by, the following terms and conditions:
(a) You hereby acknowledge that various state laws prohibit us from selling wine and other alcoholic beverages to our customers for any other prices other than those set forth on the price schedules we file with the applicable state authorities. As such, you hereby agree that you shall not edit or modify any price lists or price quotes you may receive from us regarding any of the products that we may offer or sell to you. In addition, you shall not make any other oral or written representations that you purchased any of our products at any other prices besides the amounts you actually paid us for such products.
(b) You hereby also acknowledge that various state laws prohibit wine and other alcoholic beverages from being sold to consumers for prices that are different than the prices advertised. As such, you hereby agree that you shall not re-sell any of our wine or other products to any consumer for any prices besides those that appear in your advertisements and/or retail establishment signs during the relevant time periods.
(c) The written content, information, materials, images, photographs and other content contained on the pages of this Website (collectively the "Content") are for your information only and shall not be used by you for any commercial purposes whatsoever. The Content is subject to change without notice to you of any kind.
(d) Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the Content on this Website for any particular purpose. You acknowledge that such Content may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
(e) You acknowledge that you are assuming any and all risks related to your use of and/or access to the Website, as well as the Content on this Website, and that we shall not be liable for any damages you sustain as a result of these risks.
(f) All of the Content on this Website is owned by us, licensed to us or we have the right to use such Content under the doctrine of fair use or any other exemption to applicable copyright laws. You agree that you will not download, copy, reproduce, display, distribute, transmit or publish, either in whole or in part, nor will you post on any other websites (including but not limited to social media websites such as Facebook and Twitter) or blogs any of the Content on this Website without the prior, written consent of an authorized officer of the applicable entity that owns the Content, which consent may be withheld for any reason. Notwithstanding the foregoing, you may print or download copies of the Content for your own personal use only.
(g) You acknowledge that your use of and/or access to this Website in a manner which violates or is not authorized by the terms and conditions of this Agreement may give rise to a claim for damages against you and/or may constitute a criminal offense. (h) From time to time, this Website may also include links to other websites. You acknowledge that these links are provided for your convenience only to provide further information to you. They do not signify that we endorse the linked website(s). You acknowledge that we have no responsibility for the content of the linked website(s) or for any damages you sustain as a result of your use of and/or access to the linked website(s).
(i) You may not create a link to this Website from any other website without first obtaining our permission. You may request permission by sending your name, address, website URL, and the type and nature of website(s) from which you want this Website to be linked to the following address:
Website Administrator c/o
Monsieur Touton Selection, Ltd.
129 West 27th Street
New York, NY 10001.
(j) You may not change or edit any part of the Website or the Content.
(k) You may not tamper with the Website or any of our computer systems by, among other things, downloading or distributing any viruses, software, spyware, malware or other unauthorized items on or through or Website.
(l) You may not access any unauthorized areas of the Website or personal information belonging to any of our customers, website users and/or employees.
(m) You will not violate any applicable state or federal law or regulation.
(n) You may not sell access to or advertising on the Website.
(o) You acknowledge that your use of and/or access to this Website and the Content does not give you any right, title or interest of any kind in the Website or the Content.
(p) You acknowledge that your right to use and/or access the Website may be terminated, suspended or restricted by us at any time in our sole discretion. We also reserve the right to discontinue this Website, or any aspect of the Website, at any time.
(q) You are in compliance with all of the other terms and conditions of this Agreement.
- 4.Creating an Account on Our Website
If you are one of our customers, you can apply for an online account on our Website by supplying us with all of the customer information, contact information and shipping information requested in the customer registration section of this Website. We have the right to reject your application for an online account for any reason. If your application for an online account is accepted, then you will be able to access certain areas of this Website that are open only to our customers by logging in with your username and password. You should be sure to choose a secure password that cannot be easily identified or guessed by unauthorized parties. Creating an account with us will allow you to receive, among other things, promotional offers and emails. You can unsubscribe from our emails at any time by clicking on the "Unsubscribe" link contained in each email. You can also terminate your account registration with us or ask us questions at any time by contacting us at:
Customer Support c/o
Monsieur Touton Selection, Ltd.
129 West 27th Street
New York, NY 10001.
By subscribing or registering an account with us, you agree that:
(a) the information you submitted in your application for an account is truthful and correct; and
(b) you will maintain the accuracy of such information at all times during the period when your account is active.
- 5.Mispriced Products
In the event that there is a misprint with respect to any of the prices for the products or any other listed on our Website or in any materials we provide to you, then we reserve the right to cancel or to refuse to sell you the mispriced product(s), whether or not the sale has been completed.
- 6.Termination of Access and Use
(a) We may terminate, suspend or restrict your ability to use and/or access the Website, as well as any online account that you may register with us, at any time and in any manner, if in our sole discretion we determine that you are in violation of any of the terms and conditions of this Agreement.
(b) You hereby agree that we will not be in any way liable or responsible to you or to any third party for any termination, suspension or restriction of your access to and/or use of this Website or any online account that you may register with us.
- 8.Terms of Sale
All sales of our products are subject to availability. The prices of our products are subject to being changed at any time in compliance with applicable law. We do not charge sales taxes with respect to the sales of any of our products. Since we do not sell directly to consumers, it is the responsibility of our customers to provide us with valid resale certificates in connection with every purchase of our products. All of the other terms of sale shall appear on the invoices delivered to you in connection with the purchase of our products.
- 9.Title and Risk of Loss of Products
The title to and risk of loss of our products shall pass to you upon delivery.
- 10.Ability to Accept Terms and Conditions
You affirm that you are at least 21 years old and are fully able and legally competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in, and to legally enter into and comply with, this Agreement.
These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without limitation.
- 12.Disclaimer of warranties and representations
This website and any content contained on this website are all made available to you on an "as is, where is" basis and with all faults, latent or manifest, included. You hereby agree that your use of this website is entirely at your own risk. We, and our officers, directors, employees and agents, suppliers and our content, information and service providers (collectively the "Touton Parties"), make no representations or warranties to you with respect to this website and hereby specifically disclaim, to the fullest extent permitted by law, any and all representations and warranties with respect to this website or the content contained on this website, whether written or oral, express or implied, arising out of the course of dealing, course of performance or customs or usage of trade or otherwise, including, without limitation, the warranties of merchantability, fitness for a particular purpose, accuracy, systems integration, non-interference, quality, title, and non-infringement and any representations regarding accuracy, truthfulness and or completeness of any of the content contained on this website or the quality of this website and its content.
- 13.Liability Exclusion and Release
We and the Touton Parties have no liability whatsoever, to the fullest extent permitted by law, in connection with your use of and/or access to this Website and any of its Content. We and the Touton Parties hereby specifically assume no liability for any damages arising out of or related to:
(1) any errors, inaccuracies or omissions contained in any of the Content on the Website;
(2) any personal injuries or property damage resulting to you or to any third party from your use of and/or access to the Website,
(3) any unauthorized access to your personal and/or financial information by any third parties through the Website, and
(4) any viruses, Trojan horses, spyware or malware (collectively "Viruses") you may acquire due to your use of and/or access to the Website. These specific exclusions of liability are provided as examples only and shall not in any way limit or reduce our exclusion of all liability hereunder. You should use your best judgment and exercise caution when and where appropriate while using this Website and the internet in general.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND THE TOUTON PARTIES, FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, LIABILITIES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES, COSTS OF SUIT AND EXPENSES OF ANY KIND, THAT WE OR THEY MAY SUSTAIN IN CONNECTION WITH ANY CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, LAWSUITS, LEGAL, ADMINISTRATIVE OR CIVIL PROCEEDINGS WHATSOEVER, MADE BY YOU OR ANY OTHER THIRD PARTY, WHETHER KNOWN OR UNKNOWN, WHICH PRESENTLY EXIST OR MAY HEREAFTER EXIST IN THE FUTURE, WHICH ARISE OUT OF OR ARE RELATED TO YOUR USE OF AND/OR ACCESS TO THIS WEBSITE; YOUR VIOLATION OR BREACH OF ANY OF YOUR OBLIGATIONS HEREUNDER, INCLUDING BUT NOT LIMITED TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 3 OF THIS AGREEMENT; AND/OR YOUR FAILURE TO ABIDE BY ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN CONNECTION WITH ANY CLAIM OR LAWSUIT FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND/OR THE TOUTON PARTIES, WE SHALL HAVE THE RIGHT TO USE COUNSEL OR OUR OWN CHOOSING IN ORDER TO DEFEND SUCH CLAIM OR LAWSUIT, AND THE TOTUTON PARTIES SHALL ALSO HAVE THE RIGHT TO USE COUNSEL OF THEIR OWN CHOOSING, IN ORDER TO DEFEND SUCH CLAIM OR LAWSUIT, WHETHER OR NOT A CONFLICT OF INTEREST EXISTS. YOU SHAL BE REQUIRED TO PAY FOR THE FEES AND COSTS OF SUCH COUNSEL.
- 15.Copyright Notice
This Website is the copyright of Touton Holdings, Ltd. effective 2011. The Content contained on this Website is the copyright of Touton Holdings, Ltd., and its subsidiaries and affiliates, or of any third parties who licensed the Content to us or for which own the Content we are allowed to display on our Website under the doctrine of fair use or any other exemptions to applicable copyright law. The copyrights for the Website shall be renewed for all future years that this Website exists and shall include all updates that may be made to this Website. All rights in the copyrights are reserved to the owners thereof.
- 16.Digital Millennium Copyright Act Notice
If you are a copyright owner or an agent thereof and believe that any use of, or text or images posted on this Website, infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(d) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The address for our designated Copyright Agent, as registered with the United States Copyright Office, to receive notifications of claimed infringement is:
c/o Monsieur Touton Selection, Ltd.
129 West 27th Street
New York, NY 10001.
For clarity, only DMCA notifications should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to the other appropriate parties as set forth in this Agreement. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notification may not be valid. Following the receipt of any DMCA notification, we may remove the allegedly copyrighted material, take such other measures that we deem appropriate, or if we claim that we are the rightful owner of such copyrighted material, we shall have the right to dispute any DMCA notification that you provide to us.
- 17.Parental Control Protections
Pursuant to the Communications Decency Act of 1996, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to Content that may be harmful to minors. Current providers of such protections include: CyberPatrol – www.cyberpatrol.com; Cyber Sitter - www.solidoak.com; and Net Nanny - www.netnanny.com. We do not sponsor or endorse, nor or we affiliated with, any of these companies or the services that they provide.
- 18.Compliance with Local Laws
We make no representations that the Website and its Content, or any of the products that we sell, are appropriate or compliant with the laws in any locality. Those who access or use the Website do so at their own volition and are responsible for compliance with their local laws.
- 19.Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any disputes arising from matters relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York City, New York, applying Delaware law, and you hereby irrevocably consent to the personal jurisdiction of such courts.
If any of these terms and conditions of this Agreement should be determined to be illegal, invalid or otherwise unenforceable by any competent authority, such illegal, invalid or unenforceable terms shall be severed and deleted from this Agreement, only within the jurisdiction of such authority, and the remaining terms and conditions of this Agreement shall survive, remain in full force and effect and continue to be binding and enforceable to the fullest extent permitted by law. Any competent authority shall also have the power to redraw any illegal, invalid or unenforceable provision to the minimum extent required to make such provision legal, valid and/or enforceable in lieu of severing or deleting such provision from this Agreement.
- 21.Entire Agreement
- 22.Successors and Assigns
The terms and conditions of this Agreement will inure to the benefit of us, the Touton Parties, and each of their respective successors and assigns. The terms and conditions of this Agreement will be binding on you and your heirs, executors, administrators, any permitted assigns, and your personal representatives.
- 23.No Waiver
No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
- 24.No Relationship
No partnership, joint venture, principal-agent, employer-employee or franchisor-franchisee relationship with us is intended or created by this Agreement or your use of or access to this Website for any reason.
- 25.Rights Reserved
Any rights not expressly granted to you by this Agreement are hereby reserved to us.
The section headings contained in this Agreement are listed for the convenience of reference only and they are not intended to define or limit the scope of any provision of this Agreement.
- 27.Trademark Information
Monsieur Touton® is a federally registered trademark of Monsieur Touton Selection, Ltd., a New York corporation, and is also the trade name used by Monsieur Touton Selection, Ltd., and its parent company and affiliates.
WHILE EFFORT HAS BEEN TAKEN TO ENSURE THAT THIS WEBSITE AND ITS CONTENT ARE FREE FROM VIRUSES, YOU HEREBY ACKNOWLEDGE THAT WE DO NOT GUARANTEE THAT THEY ARE FREE FROM VIRUSES. YOU ARE RESPONSIBLE FOR ENSURING THAT YOU HAVE INSTALLED ADEQUATE AND UP-TO-DATE VIRUS-MONITORING SOFTWARE. YOU HEREBY ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING AND REPAIRS TO ANY COMPUTER OR TO ANY OTHER EQUIPMENT ARISING OUT OF OR RELATED TO YOUR USE OF AND/OR ACCESS TO THIS WEBSITE.
YOU HEREBY ACKNOWLEDGE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND THE TOUTON PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES THAT YOU SUSTAIN, OR THAT YOU CAUSE ANY THIRD PARTY TO SUSTAIN, WHATSOEVER ARISING OUT OF OR RELATED TO YOUR USE OF AND/OR ACCESS TO THIS WEBSITE AND ANY OF ITS CONTENT, INCLUDING BUT NOT LIMITED TO DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR EXTRA-CONTRACTUAL DAMAGES; LOST REVENUES OR LOST PROFITS; AND ANY AND PUNITIVE DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR ANY THIRD PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT ANY SUCH DAMAGES ARE SUSTAINED, YOUR EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THIS WEBSITE, EXCEPT IN THE EVENT THAT YOUR CLAIM IS BASED ON THE CANCELLATION OF ANY ORDER OF PRODUCTS BY US DUE TO LACK OF AVAILAIBITY OR MISPRINTED PRICE, IN WHICH CASE YOUR EXCLUSIVE REMEDY SHALL BE THE REFUND OF ANY CHARGES FOR SUCH PRODUCTS. YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE US AND THE TOUTON PARTIES FROM ANY AND ALL DAMAGES, LOSSES, LIABILITIES, REASONABLE ATTORNEYS' FEES, COSTS AND EXPENSES OF ANY KIND SUSTAINED BY YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, LAWSUITS, LEGAL, ADMINISTRATIVE, OR CIVIL PROCEEDINGS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH PRESENTLY EXIST OR MAY HEREAFTER EXIST IN THE FUTURE, WHICH ARISE OUT OF OR ARE RELATED TO YOUR USE OF AND/OR ACCESS TO THIS WEBSITE AND ITS CONTENT TO THE FULLEST EXTENT PERMITTED BY LAW.