Acker, Merrall & Condit Company
 
Conditions of Use
 
Last modified: September 15, 2013
 
Welcome to ackerwines.com!
 
Acker, Merrall & Condit Company and its affiliates (together, “Acker” or “we” or “us” or “our”) on and through ackerwines.com (the “Website”) advertises, promotes, sells and auctions wine, wine-related products or other alcoholic beverages (“Wine”) as well as provides other Website features, information, and news related to Wine, in a variety of media (together with “Wine,” the “Products & Services”).
 
By accessing and using the Website and/or using or purchasing our Products & Services, you are agreeing to be bound by the following terms and conditions (the “Terms”) without modification, limitation or qualification. Please read them carefully. Please also note that we may, at our sole discretion, modify or revise these Terms at any time by updating the text of this page without notice to you, and you are bound by any such modification or revision. You should therefore visit this page periodically to review the Terms. Your continued access, use, browsing or purchasing on this Website following the posting of changes to the Terms, means you accept those modifications or revisions.
 
Because our Products & Services are diverse and relate to Wine retail purchase and auction, sometimes additional terms or product and service requirements may apply. Additional terms will be available with the relevant Products & Services, and those additional terms are hereby incorporated by reference into these Terms, and become part of your agreement with us if you use those Products & Services. In the event of a conflict between these Terms and those additional terms, the latter will control.
 
1. Using our Website
 
Warning: Our Products & Services relate to the advertising, promoting, sale and auction of Wine. By accessing, using, browsing or purchasing on this Website, you represent that you are at least 21 years of age. You further represent that upon purchasing Wine on this Website, you will be responsible for ensuring the shipment of your purchase is received by a person of at least 21 years of age.
 
This Website is a platform for browsing and online shopping of our Products & Services, primarily, Wine, and placing bids pertaining to our online Wine auction services. It also provides news and valuable information about Wine and other Products & Services, including, without limitation, data, articles, publications, videos, products, graphics, photographs, video, sound, audio clips, digital downloads, text, images, icons, coding, scripts, software, pictures and other material (collectively, “Content” or “Contents”). The Contents of the Website are owned and controlled by Acker or by third parties that have licensed their Content to us, and are protected by copyright under the laws of the United States as well as other countries, as applicable.
 
We hereby grant you a limited license to access, view and make personal use of this Website. You are permitted to download no more than single copies or prints of the Content for your personal, non-commercial use, or in the case of dealers, to display to your clients solely for purposes of facilitating a transaction with us. You would require our written consent for any other reproduction of the Contents of the Website or any portion thereof.
 
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Acker and our affiliates, without express written consent. You may not use any meta tags or any other "hidden text" utilizing Acker 's name or trademarks without the express written consent of Acker.
 
You are granted a limited, revocable and nonexclusive right to create a hyperlink to the home pages of ackerwines.com so long as the link does not portray Acker or the Website, its affiliates or the Products & Services, in a false, misleading or derogatory, or otherwise offensive manner. You may not use the Acker trademarks or any other proprietary graphic or trademark as part of the link without express written permission.
 
In addition to the use specified herein, the terms found here apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with our Products & Services (the “Acker Software”) and terms of the software license agreement accompanying such Acker Software (the "License Agreement"), and is further conditioned on your agreement to be bound by the terms of the License Agreement.
 
Please note that any unauthorized use of the Website automatically terminates the permission or license granted to use this Website, and you must immediately destroy any copies you have made of the Contents.
 
2. Privacy
 
We consider the privacy and protection of our clients to be paramount. Please review our Privacy Policy, which governs your visit to our Website and your use of our Products & Services, to understand our practices and policies.
 
3. Your Account
 
To shop, make orders, place bids or otherwise use our Products & Services on our Website, you may be required to open an online account and/or provide certain personalized information to us (“User Information”). Our responsibility to maintain the confidentiality and privacy of your User Information is outlined in our Privacy Policy, which is incorporated herein by reference for all purposes. You agree that you are solely responsible for the accuracy and content of your User Information, and you agree to keep it up to date. It is your sole responsibility to maintain the confidentiality of your account, password, digital signature and User Information, and for restricting access to your computer. You are hereby advised to ensure minors, children and persons under the age of 21 do not use your account and User Information to purchase Wine, our Products & Services or otherwise use any of our Website functionality related to Wine. You hereby agree to accept responsibility for all activities that occur under your account or password.
 
4. Intellectual Property
 
(a) Copyright Notice
 
All Content and Acker Software included on or used in this Website is the property of Acker or its content or software suppliers, as the case may be, and is protected by United States and international copyright laws. The compilation of all Content on this Website is the exclusive property of Acker and is protected by United States and international copyright laws. © 2013, Acker, Merrall & Condit Company, New York, New York - All Rights Reserved.
 
(b) Trademark Notice
 
All marks on our Website including, but not limited to, Acker Merrall & Condit and Acker Auctions, are registered trademarks of Acker in the United States and other countries. Ackerwines.com and its related graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through Acker’s Products & Services, are trademarks or trade dress of Acker in the United States and other countries. Acker's trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Acker. All other trademarks not owned by Acker that appear on this Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Acker.
 
(c) Copyright & Trademark Complaints Notice
 
We respect the intellectual property rights of others, and require all users of our Website and Products & Services to respect ours as well. If you believe that your work has been copied in a way that constitutes copyright or other intellectual property infringement, please report your alleged infringement as soon as possible, to Acker's Copyright Agent: Samuel Ollunga, 160 West 72nd Street, New York, NY 10023;
phone: (212) 787,1700; or
e-mail: samuel@ackerwines.com.
 
5. Disclaimer of Warranties and Limitation of Liability
 
ACKER’S PRODUCTS & SERVICES AND ALL INFORMATION, CONTENT (INCLUDING ACKER SOFTWARE OR ANY OTHER SOFTWARE), MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE ARE PROVIDED BY ACKER ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. ACKER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, OR THE INFORMATION, CONTENT (INCLUDING ACKER SOFTWARE OR ANY OTHER SOFTWARE), MATERIALS, PRODUCTS & SERVICES OR OTHER PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK.
 
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ACKER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ACKER DOES NOT WARRANT THAT THE WEBSITE, INFORMATION, CONTENT (INCLUDING ACKER SOFTWARE OR ANY OTHER SOFTWARE), MATERIALS, PRODUCTS & SERVICES OR OTHER PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE, ACKER’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM ACKER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ACKER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY OF ACKER’S PRODUCTS & SERVICES, OR FROM ANY INFORMATION, CONTENT (INCLUDING ACKER SOFTWARE OR ANY OTHER SOFTWARE), MATERIALS OR OTHER PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY OF ACKER’S PRODUCTS & SERVICES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
 
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
 
6. Product Description and Typographical Errors
 
We attempt to be as accurate as possible. However, except for the general product description for each item (the "Title Description"), Acker makes no representation or warranties that product descriptions contained on the Website are accurate, complete, reliable, current or error-free. If a product offered on our Website is not as described in the Title Description, your sole remedy is to return it for exchange, credit or refund. In the event that an item is listed at an incorrect price or with incorrect information due to typographical error or error in pricing, we shall have the right to refuse or cancel any orders placed for items listed at the incorrect price. All prices listed are in United States dollars, unless otherwise specifically stated. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged or check or money order cashed. If your credit card has already been charged for the purchase and your order is cancelled we will immediately issue a credit to your credit card account in the amount of the charge. If your personal, corporate or cashiers check has been cashed, we will provide a full cash refund in the amount of such check.
 
7. Disclaimers of Certain Damages
 
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, OR WITH ANY PROVISION OF THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. UNDER NO CIRCUMSTANCES SHALL ACKER BE LIABLE TO ANY USER OR ANY THIRD PARTY ON ACCOUNT OF THAT USER'S USE OF THE WEBSITE. IN NO EVENT SHALL ACKER AND/OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY SUCH THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEBSITE, THE DELAY OR INABILITY TO USE THE WEBSITE, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS & SERVICES (INCLUDING ACKER SOFTWARE OR ANY OTHER SOFTWARE), OR FOR ANY INFORMATION, CONTENT, MATERIALS, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ACKER OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
 
 
8. Order Acceptance Policy
 
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We do not accept credit card payment for orders placed over fifteen thousand U.S. dollars ($15,000). We may at our sole discretion require additional verification or information before accepting any order.
 
9. Links
 
(a) Linking to the Website
 
You agree that if you include a link from any other website to this Website, such link shall: (i) not contain information or be as of a kind to adversely portray us or misrepresent the logos and Content of the Website, (ii) open in a new browser window; and (iii) link to the full version of an HTML formatted page of this Website. You are not permitted to link directly to any image hosted on the Website or our Products & Services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another website. You agree not to download or use images hosted on this Website on another website, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other website to this Website in any manner such that the Website, or any page of the Website, is "framed," surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Website be discontinued or removed, and to revoke your right to link to the Website from any other website at any time upon written notice to you. To find out more information about our linking policies, or to seek our permission, you may e-mail Samuel Ollunga at samuel@ackerwines.com or write to us at: Acker, Merrall & Condit, 160 West 72nd Street, New York, NY 10023, Attention: Samuel Ollunga.
 
(b) Links to Other Websites
 
You may be able to link from the Website to third party websites and third party websites may link to the Website ("Linked Sites"). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or operated by affiliates of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, advertising, code or other materials presented on or through such websites. Any reliance on the contents of a third party website is done at your own risk and you assume all responsibilities and consequences resulting from such reliance. Under no circumstances will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, goods or services available on any other site. You should direct any concerns to that site's administrator or webmaster.
 
10. Electronic Communications
 
When you visit our Website, use or purchase any of our Products & Services or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
 
11. Indemnity
 
To the extent authorized by applicable law, you agree to defend, indemnify and hold Acker, its officers, directors, employees and agents, harmless against any and all claims, demands, damages, losses, liabilities and costs, including without limitation, reasonable legal, expert and accounting fees, incurred by Acker in connect with any claims, actions or demands alleging or resulting from your use of the Contents (including Acker Software) of the Website, your direct or indirect breach of these Terms, or your violation of law or of the rights of any third party.
 
12. Export Control of Software and Technical Data
 
The following applies with respect to Acker Software and other Content of a technical nature that you may obtain from the Website (other requirements set forth in Section 17 below may apply with respect to items offered for sale, purchased or sold): The United States controls the export of such intellectual property. You agree to comply with such restrictions and not to export or re-export the Content (including Acker Software) to countries or persons prohibited under the export control laws. By downloading the Content (including Acker Software), you are agreeing that you are not in a country where such export is prohibited and that you are not on the U.S. Commerce Department's Table of Denial Orders or the U.S. Treasury Department's list of Specially Designated Nationals. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Software and/or other Content.
 
General
 
13. Termination
 
These Terms are, and are intended to be, a continuing agreement and shall remain in full force and effect. Acker may, in its sole discretion, terminate, change, suspend, add to or discontinue any aspect of the Website, its Terms and Products & Services at any time, and without liability to any user. Acker may restrict, suspend or terminate your use of or access to the Website and the Products & Services if we believe you are in breach of or are attempting to breach the Terms or applicable law, or for any other reason without notice or liability (including, for example, if we learn that you have provided us with false or misleading information, or interfered with other users or the administration of our Website and the Products & Services).
 
 
14. Local Standards
 
We do not represent that materials on the Website are appropriate for use in all locations. Persons who choose to access the Website do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
 
15. No Waiver
 
Our failure to require or enforce strict performance by you of any provision of these Terms or to exercise any right under these Terms shall not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
 
16. Severability
 
Should any part of these Terms be rendered or declared invalid by a court of competent jurisdiction of the State of New York, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.
 
17. Governing Law
 
You hereby agree that by using the Website, any action arising between you and the Company in relation therewith, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws, as the same may from time to time be in effect, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. You further agree that any dispute arising under or in connection with these Terms or related to any matter which is the subject of these Terms shall be subject to the exclusive jurisdiction of the state and/or federal courts located in New York County, New York.
 
18. Further Inquiries
 
Feel free to direct any questions to us about these Terms, the Website and our Products & Services, or any other issues, via e-mail at info@ackerwines.com.