Terms of Service

Proximo Spirits Terms of Service

These Terms of Service govern your access to and use of the websites (the “Sites”) and other online services (collectively with the Sites, the “Services”) provided by Proximo Spirits, Inc. or its legal affiliates (“Proximo”, “we”, “our” or “us”), including any content, functionality, features and applications offered on or through the Services to you as a customer or guest.

The Sites are directed at and intended for your use only if you are of legal age to purchase alcohol and live in the United States.  PLEASE DO NOT USE THIS SITE IF YOU ARE NOT OF LEGAL AGE TO PURCHASE ALCOHOL, LIVE OUTSIDE OF THE UNITED STATES, OR DO NOT AGREE TO THESE TERMS OF SERVICE.

Please read these Terms of Service carefully before you use the Services.  By using the Services, you agree to be bound and abide by these Terms of Service and our Privacy Policy.  If you violate these Terms of Service or our Privacy Policy in any way, your right to access or use the Services is automatically terminated.

Please see the “Agreement to Arbitrate Disputes” and “Disclaimer of Warranties and Limitations of Liability” sections below.  These sections contain important information regarding restrictions on your legal rights in any dispute involving the Services, these Terms of Service, or our Privacy Policy.

You understand that we may revise and update these Terms of Service from time to time in our sole discretion.  To the extent appropriate, we may seek to provide advance notice before updated Terms of Service become effective.  You agree that we may notify you of the updated Terms of Service by posting them on the Services (such as on our Sites), and that your use of the Services after the effective date of the updated Terms of Service (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the updated Terms of Service.  It is your responsibility to check the Terms of Service posted on the Services periodically so that you are aware of any changes, as they are binding on you.

For purposes of these Terms of Service, “Personal Information” shall have the meaning used in our Privacy Policy.

Prohibited Uses

You agree not to use or access any of the Services:

  • In any way that violates any applicable federal, state, local or international law, rule or regulation (including, without limitation, any intellectual property laws, or laws regarding the export of data or software to and from the United States (“U.S.”) or other countries).
  • To deceive or exploit, or attempt to deceive or exploit, anyone in any way, such as by exposing them to inappropriate content or asking for Personal Information, including, without limitation, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
  • To create, solicit, transmit or procure the sending of any unwanted, unsolicited or harassing comments or communications, including advertising or promotional material, without our prior written consent, including any “junk mail”, “chain letter”, “spam” or other similar solicitation.
  • To impersonate, attempt to impersonate or falsely imply that you are associated with Proximo, a Proximo employee, Proximo’s URL or domain name, another user or any other person or entity (including, without limitation, by using email addresses or usernames associated with any of the foregoing).
  • In any manner that could disable, alter, overburden, damage or impair the Services, or engage in any other conduct that restricts or interferes with any other party’s use, which, as determined by us, may harm Proximo or users of the Services and expose them to liability, including, but not limited to, by transmitting any worms, viruses, spyware or malware, or any other code of a destructive, malicious, intrusive or disruptive nature.
  • To circumvent or disable any content protection system or digital rights management technology used with any Service; to decompile, reverse engineer, disassemble or otherwise reduce any Services to a human-readable form; to remove identification, or other proprietary notices; or in an unlawful or unauthorized manner or in a manner that suggests an association with our products, services or brands.
  • To access data (including user information) through unauthorized means, including by using an automated device, caching, script, bot, spider, crawler or scraper.
Your Responsibilities
  • You are solely responsible for your interaction with other users of the Services, whether online or offline.  You agree that Proximo is not responsible or liable for the conduct of any user.  Proximo reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users.  Exercise common sense and your best judgment when interacting with others.
Communications

You agree to receive email from us for customer service-related purposes and for other purposes contemplated by these Terms of Service and our Privacy Policy.

Electronic Notices.  By using the Services or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy and administrative issues relating to your use of the Services.  If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Services or sending an email to you.  You may have a legal right to receive this notice in writing. 

Product and Service Purchases and Promotions

Making Purchases.  If you wish to purchase products or services described on the Services (each such purchase, a “Transaction”), you will be asked by Proximo or the third party provider of the product or service to supply certain information applicable to your Transaction, including, without limitation, credit card and other information.  You understand that any such information will be treated by Proximo in the manner described in our Privacy Policy, which can be found at Privacy Policy.  You agree that all information that you provide to Proximo or such third party provider will be accurate, current and complete.  You agree to pay all charges incurred by you or any users of your account details and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred.  You will also be responsible for paying any applicable taxes relating to your purchases.  YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION.  By submitting such information, you grant Proximo the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf.  Verification of information may be required prior to the acknowledgment or completion of any Transaction.

Descriptions or images of, or references to, products or services on the Services do not imply Proximo’s endorsement of such products or services.  We reserve the right, without prior notification, to change such descriptions or references; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all Transaction(s); to limit the order quantity on any product or service; and/or to refuse to provide any user with any product or service.  Verification of information applicable to a purchase may be required prior to Proximo’s acceptance of any order.  Price and availability of any product or service are subject to change without notice.  Refunds and exchanges will be subject to Proximo’s refund and exchange policies then in effect.

Promotions.  From time to time, we may offer sweepstakes, surveys, contests and other promotional events in which you may choose to participate (“Promotions”).  By participating in any such Promotion, you become subject to those rules, which may vary from these Terms of Service.  You should carefully review the rules, if any, of each Promotion in which you participate through the Services.  These Terms of Service will remain in full force and effect as long as you remain a user of the Services.  To the extent there is a conflict between these Terms of Service and the rules of the Promotion in which you choose to participate, the Promotion rules shall govern.

Intellectual Property

We grant you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for lawful purposes in accordance with these Terms of Service and our Privacy Policy.

The Services contain content owned or licensed by Proximo, including, without limitation, name, logo, text, images, audio/visual works, icons and scripts (“Proximo Content”).  Proximo Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Proximo, Proximo owns and retains all rights in Proximo Content and the Services.

You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Proximo Content, and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit Proximo Content without the prior written permission of Proximo.

Monitoring and Enforcement; Termination

We have the right:

  • To modify or terminate the Services for any reason, without notice, at any time, and without liability to you.
  • To refuse, terminate or suspend your access to all or part of the Services for any or no reason, including, without limitation, any violation of these Terms of Service.  Upon termination, all licenses and other rights granted to you in these Terms of Service will immediately cease.
  • To remove, edit, block and/or monitor content on the Services containing materials that we determine in our sole discretion violate these Terms of Service.
Linking to the Services

You may link to our Site homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our prior express written consent.

The Services may provide certain social media features that enable you to:  link from your own or certain third-party websites to certain content on our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and must not otherwise:  establish a link from any website that is not owned by you; cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking or in-line linking); or take any action with respect to the Services that is inconsistent with these Terms of Service.

We may disable any social media features and any links at any time without notice in our sole discretion.

Links on Our Services

If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only.  This includes links contained in advertisements, including banner advertisements and sponsored links.  We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.  If you decide to access any of the third-party websites linked to our Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Services Content

We may update the content in our Services from time to time, but it will not necessarily be complete or up-to-date.  Any of the material in the Services may be out of date at any given time, and we are under no obligation to update such material.

You acknowledge that we may not always identify paid services, sponsored content or commercial communications as such.

Although it is Proximo’s intention for the Services to be available as much as possible, there will be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

Proximo reserves the right to remove any content from the Services for any reason, without prior notice.  Content removed from the Services may continue to be stored by Proximo, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order.

Copyright Policy

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  If you believe in good faith that materials posted on the Services infringe your copyright, you (or your agent) may send Proximo a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked.  The notice must include the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
  2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Services are covered by a single notification, a representative list of such works);
  3. Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Proximo to locate the material on the Services;
  4. Your name, address, telephone number and email address (if available);
  5. 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
  6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Proximo a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details.  Notices and counter-notices with respect to the Services should be sent to Abelman, Frayne & Schwab, 666 Third Avenue, New York, NY 10017, 212-949-9022, [email protected].  Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

Suggestions and Submissions

We appreciate hearing from our users and welcome your comments regarding the Services.  Please be advised, however, that if you send us creative ideas, suggestions, inventions or materials (“creative ideas”), we shall:

  1. own, exclusively, all now known or later discovered rights to the creative ideas;
  2. not be subject to any obligation of confidentiality and not be liable for any use or disclosure of any creative ideas; and
  3. be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
Agreement to Arbitrate Disputes

Any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof, including all arbitrability questions and questions regarding their existence, validity or termination, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by one arbitrator.  The parties shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days after the commencement of the Arbitration, the appointment shall be made by the AAA.  

The place, or legal seat of arbitration, shall be New York, New York, and the language of the arbitration shall be English.

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons.

The arbitrator shall award the prevailing party, if any, as determined by the arbitrator, its reasonable costs, including reasonable attorneys’ fees.  Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.

No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party, unless required by law.  Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law.  Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

Governing Law

Should any dispute or controversy arise out of or relating to these Terms of Service, the Privacy Policy or the Services, it shall be subject to the jurisdiction and venue of the state and federal courts in New York County, New York, and shall be governed by the laws of the State of New York without regard to its conflict of law provisions.

Disclaimer of Warranties and Limitations of Liability

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Services will be free of viruses or other destructive code.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Sites for any reconstruction of any lost data.

Violation of these Terms of Service may, in Proximo’s sole discretion, result in termination of your use of the Services.  You understand and agree that Proximo cannot and will not be responsible for the content posted on the Services and you use the Services at your own risk.  If you violate the letter or spirit of these Terms of Service, or otherwise create risk or possible legal exposure for Proximo, we can stop providing all or part of the Services to you.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROXIMO OFFERS THE SERVICES “AS-IS” AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

PROXIMO DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT PROXIMO’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THROUGH USE OF OR DOWNLOADING MATERIAL FROM THE SERVICES.

PROXIMO DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OR THE RESULT OF USE OF THE PROXIMO CONTENT IN TERMS OF ACCURACY, RELIABILITY OR OTHERWISE.

YOUR USE OF THE SERVICES AND THEIR CONTENT IS AT YOUR OWN RISK.  EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW AND THEN ONLY TO THAT EXTENT, IN NO EVENT WILL PROXIMO, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE EQUITY HOLDERS, OWNERS, PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, LENDERS, ADVISORS, SPONSORS, VOLUNTEERS, INSURERS, AGENTS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “PROXIMO PARTIES”), BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF THE PROXIMO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROXIMO DOES NOT ENDORSE, APPROVE OR VERIFY ANY POSTED CONTENT ON THE SERVICES, AND THE PROXIMO PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON THE SERVICES, INCLUDING CLAIMS OF INFRINGEMENT RELATING TO CONTENT POSTED ON THE SERVICES, FOR YOUR USE OF THE SERVICES OR FOR THE CONDUCT OF THIRD PARTIES WHETHER ON THE SERVICES OR RELATING TO THE SERVICES.

FOR NEW JERSEY RESIDENTS:  Notwithstanding any term herein, these Terms of Service do not limit your rights or our obligations under any applicable statute or law, including types and amounts of recovery; nor do they excuse us from any duty to avoid causing harm by means of gross negligence, recklessness or intentional misconduct; nor do they disclaim our duty of care to our invitees; nor do they require you to defend and indemnify us in the event that any loss is caused by our negligence.

Indemnification

You agree to indemnify and hold harmless the Proximo Parties from and against any and all loss, expenses, damages and costs, including, without limitation, reasonable attorneys’ fees, resulting, whether directly or indirectly, from your violation of these Terms of Service.  You also agree to indemnify and hold harmless the Proximo Parties from and against any and all claims brought by third parties arising out of your use of the Services and the content you make available via the Services by any means, including, without limitation, through a link, reference to Content, or otherwise.

Waiver and Severability

No waiver of or by Proximo of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Proximo to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Service will continue in full force and effect.

Entire Agreement

These Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and Proximo regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding the Services.

Your Comments and Concerns

Please direct questions or concerns regarding these Terms of Service or the Services to Proximo at [email protected] or write to us at 3 Second Street, Suite 1101, Jersey City, NJ 07302.  

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