Empire Merchants - Welcome to Empire360!
Last Modified: June 25, 2024
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY USING THE WEBSITE AFTER THE LAST MODIFIED DATE LISTED ABOVE YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE WEBSITE.
IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE AND THE PRIVACY POLICY, DO NOT USE THE WEBSITE.
1. Acceptance of the Terms of Use
These terms of use are entered into by and between the website visitor or user on his/her own behalf and on behalf of the licensed entity he/she represents (“You”) and Empire Merchants, LLC, Empire Merchants North, LLC, and their corporate affiliates ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of empire360.com, including, without limitation, any content, functionality, products, and services offered on or through the website at empire360.com or any other domain or website that specifically links to or incorporates these Terms of Use (empire360.com) and any other domain or website that links to or incorporates these Terms of Use, collectively, the “Website”).
Please read the Terms of Use carefully before You start to use the Website. This Website is offered and available to users who are 21 years of age or older and reside in the United States or any of its territories or possessions, and capable of entering into a contract between Empire and the licensed retailer. By using this Website, You represent and warrant that You meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Website. If You are using the Website on behalf of any entity, You further represent and warrant that You are authorized to and do accept these Terms of Use on such entity's behalf, and that You and such entity agree to indemnify Company for violations of these Terms of Use.
2. Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. You can determine when we last updated the Website by referring to the “Last Modified” legend at the top of these Terms.
Your continued use of the Website following the posting of revised Terms of Use means that You accept and agree to the changes. You are expected to check this page regularly so You are aware of any changes, as they are binding on You.
3. Accessing the Website and Account Security
The Website is available only to persons or entities licensed to sell wine or liquor at retail. It is not available to and should not be used by unlicensed persons or entities.
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
· Making all arrangements necessary for You to have access to the Website.
· Ensuring that all persons who access the Website through your computer, device, internet connection, or other means are aware of these Terms of Use and comply with them.
To access the Website or some of the resources it offers, You may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information You provide on the Website is correct, current, and complete. You agree that all information You provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and You consent to all actions we take with respect to your information consistent with our Privacy Policy.
If You choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any other person who is not authorized to use the Website on Your behalf and on behalf of the entity that holds the New York State license to sell alcoholic beverages. You also acknowledge that your account is personal to You and such entity and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that You exit from your account at the end of each session and or accept the risk of remaining logged in. You should use particular caution when accessing your account from a public or shared computer, device, or other means so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by You or provided by us, at any time in our sole discretion for any or no reason, including , without limitation, if, in our opinion, You have violated any provision of these Terms of Use. You may request deletion of your account(s) at any time. We may retain user data after a deletion request due to legal or regulatory requirements or for reasons stated in these terms or our Privacy Policy.
4. Purchases
If You use the Website to purchase any products from the Company or its affiliates, You hereby agree to the Terms of Sale, the terms of which (as may be amended from time to time) are incorporated herein. Note that all prices and terms of sale posted with he New York State Liquor Authority apply to any Purchase. Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Use permit You to use the Website on behalf of an entity that holds the New York State license to sell alcoholic beverages retailers in connection with internal business purposes for their licensed business or for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
· Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
· You may store files that are automatically cached by your Web browser for display enhancement purposes.
· You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
· If we provide desktop, mobile, or other applications for download, You may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided You agree to be bound by our end user license agreement for such applications.
· If we provide social media features with certain content, You may take such actions as are enabled by such features.
Without prior permission from Company, You must not:
· Modify copies of any materials from this site.
· Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
· Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If You print, copy, modify, download, or otherwise use or provide any other person with access or your credentials to access any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and You must, at our option, return or destroy any copies of the materials You have made.
Unless specifically warranted, Company does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in third-party content on the Websites. In such cases, You are solely responsible for determining whether release(s) is/are required in connection with your proposed use of any third party content on the Website, and You are solely responsible for obtaining such release(s).
No right, title, or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
5. Trademarks
The Company name, the terms Empire Merchants, Empire Merchants North, Empire360, empire360.com, and all related names, logos, product and service names, designs, and slogans are federal and/or state trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
6. Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
· In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). This includes laws and regulations governing sale of alcoholic beverages.
· For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
· To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.
· To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
· To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
· To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, You agree not to:
· Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
· Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including scraping, monitoring, or copying any of the material on the Website.
· Use any manual process to scrape, monitor, or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
· Use any device, software, or routine that interferes with the proper working of the Website.
· Introduce any viruses, Trojan horses, worms, logic bombs, malware, or other material that is malicious or technologically harmful.
· Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the systems on which the Website is stored, or any server, computer, or database, or interface connected to the Website.
· Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
· Otherwise attempt to interfere with the proper working of the Website.
7. User Contributions
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.
All User Contributions must comply with the Content Standards set out in these Terms of Use.
Any User Contribution You post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, You grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.
You represent and warrant that:
· You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
· All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that You are responsible for any User Contributions You submit or contribute, and You, not the Company, have full responsibility for such content, including, without limitation, its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by You or any other user of the Website.
8. Monitoring and Enforcement; Termination
We have the right to:
· Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
· Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including, without limitation, if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
· Disclose your identity or other information about You to any third party who claims that material posted by You violates their rights, including, without limitation, their intellectual property rights or their right to privacy.
· Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
· Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.
· Use automated means, including those provided by third parties, to monitor, flag for inappropriateness, and remove User Contributions.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
9. Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
· Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
· Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, and other demographics.
· Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
· Violate the legal rights (including, without limitation, the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
· Be likely to deceive any person.
· Promote any illegal activity, or advocate, promote, or assist any unlawful act. This includes violation of laws and regulations governing sale of alcoholic beverages.
· Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
· Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
· Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
· Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
10. Copyright Infringement
The Company respects the intellectual property rights of others and requires each user or visitor of the Website to do the same. The Company may in its sole discretion immediately remove or disable any content or block or inactivate the account of any user that is found to have infringed on the rights of the Company or of a third-party, or that has otherwise violated any intellectual property laws or regulations, or any of the Terms of Use. The Company will, in appropriate circumstances, inactivate the accounts of repeat infringers at any time. If You believe any material available on the Website infringe upon a copyright, or otherwise violates your intellectual property rights, then You should notify the Company’s Copyright Agent by providing the following information:
· Identify the copyrighted work or other intellectual property that You claim has been infringed;
· Identify the material on the Website that may be an infringement with enough detail so that we may locate it on the Website;
· A statement by You indicating a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
· A statement by You declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that You are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
· Your address, telephone number and email address; and
· Your physical or electronic signature.
The Company’s designated agent for notices of claims of copyright or other intellectual property infringement is: Empire Merchants Attn: Intellectual Property Claims 1950 48th St, Queens, NY 11105 or email at empire360compliance@empiremerchants.com.
11. Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information (including pricing information). Refer to the Terms of Sale and contact customer service at 1-800-441-5614 or your sales representative for further information and up to date pricing. Any reliance You place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.
Disclaimer Concerning Product Content and Certification Claims Empire360.com contains product content and certification claims from third parties which do not necessarily reflect independent verification by Empire Merchants or Empire Merchants North. Although all efforts have been made to present accurate information, neither Empire Merchants nor Empire Merchants North can be held responsible for consequences arising from any error, omission, or opinion published on Empire360. The indication of certifications and designations published on Empire360 is meant to guide our customers and not substitute/replace direct producer information in any way or form. Neither Empire Merchants nor Empire Merchants North shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content.
12. Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. Contact customer service at 1-800-441-5614 or your sales representative for further information.
13. Linking to the Website
You may link to our Website, 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.
This Website may provide certain features that enable You to:
· Link from your own or certain third-party websites to certain content on this Website.
· Send emails or other communications with certain content, or links to certain content, on this Website.
· Cause limited portions of content on this Website 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. Subject to the foregoing, You must not:
· Establish a link from any website that is not owned by You.
· Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
· Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
14. Links from the Website
If the Website contains 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 do not control 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 this Website, You do so entirely at your own risk and subject to the terms and conditions of use for such websites. For clarity, we do not control the website cityhive.net.
15. Geographic Restrictions
The owner of the Website is based in the State of New York in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If You access the Website from outside the United States, You do so on your own initiative and are responsible for compliance with applicable United States and local laws.
16. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses, other destructive code, or vulnerabilities that allow for unauthorized access. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for security, including anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL OR ACTIONS THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY PRODUCTS OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY PRODUCTS OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
17. Limitation on Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY PRODUCTS PURCHASED, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $100.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use (including for clarity, the Terms of Sale) or your use of the Website, including, but not limited to: (i) your User Contributions; (ii) any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website; (iii) your violation of the rights of any third party; and (iv) your use or purchase of any products or items from the Website.
19. Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). You agree to submit to the personal jurisdiction of the federal and state courts located in New York, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the arbitration provision below, including any provisional relief required to prevent irreparable harm (although we retain the right to bring any suit, action, or proceeding against You for breach of these Terms of Use in your country of residence or any other relevant country).
You agree that the federal or state courts located in New York, New York are the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
20. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE (INCLUDING OUR PRODUCTS) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
21. Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use 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 the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use 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 the Terms of Use will continue in full force and effect.
22. Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between You and the Company regarding the Website (and with the Terms of Sale, any products) and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website or, for the Terms of Sale, any products.
23. Your Comments and Concerns
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: empire360marketing@empiremerchants.com.
24. Empire360 Bill Pay
If I request the Empire360 Bill Pay or Pay by Phone service, I represent to Empire that (1) I have signatory authority for the account(s) listed on the attached form (the “Account”) held at the financial institution(s) specified on the form (the “Depository”) and (2) I have the legal right to authorize electronic fund transfers (“EFTs”) from the Account. If any of the above information changes (including, e.g. Account or Depository information), it is my responsibility to contact the Empire Merchants Credit Department in writing at 16 Bridgewater Street, Brooklyn, New York, 11222 or at Empire360.com to update the Account data. I understand that I must give advance notice to Empire to allow reasonable time for initial setup of the Account, Account changes and Account closure. I represent and warrant that the Account is a business account that is not used for personal, household or family purposes. I hereby authorize Empire to initiate EFTs from the Account that I or my designee specify through Empire360 on the dates and in the amounts that I or my designee specify through Empire360 in order to pay invoices or make other payments submitted by Empire Merchants, LLC through Empire360. If I have elected Pay by Phone I hereby authorize Empire to initiate EFTs from the Account that I or my designee specify on the date I give the phone instructions and in the amounts that I or my designee specify over the phone. I understand that the phone conversation will be recorded. Neither the Empire360 Bill Pay, nor the Pay by Phone Authorization permit Empire to debit my Account in the absence of a request from me or my designee to make a payment. I agree that any EFT confirmed through Empire360 and Empire Pay by Phone after compliance with Empire’s security procedures will be deemed authorized by me. I understand that Empire may reinitiate any EFT that is returned unpaid as permitted by network rules. I agree to be bound by the NACHA Operating Rules or the rules of another network that Empire, in its sole discretion, relies upon to initiate an EFT to the Account. I authorize the Depository to pay the EFTs I or my designee may specify through Empire360 or Empire Pay by Phone and that Empire initiates. I represent that, in the event the Account is not titled in my name, I am permitted to authorize EFTs from the Account. I will indemnify and hold harmless Empire and the Depository as well as their respective officers, directors, shareholders, members, employees, agents and assigns against any liability resulting from my failure to have the right to grant the powers herein given, including reasonable attorneys’ fees and expenses. This authorization will remain in force until cancelled by Empire or by me or another person with signatory authority over the Account. Such notice of cancellation when coming from me shall be in writing and delivered to Empire by certified mail at 16 Bridgewater Street, Brooklyn, New York, 11222 (Attention Credit Department) or by facsimile transmission with proof of delivery to Empire Merchants at 718-389-7175 (or such other number or mailing address as Empire may designate for such purpose on its website). Empire reserves the right to terminate my ability to arrange for EFTs through Empire360 or Pay by Phone at any time or to refuse to process any EFT. If a payment is made in error from the Account as a result of an action taken by Empire, I authorize Empire to initiate an EFT to correct the error. I further understand that Empire will not be responsible for any fees or costs that I may incur in connection with any online payment or Payment by Phone as set forth herein, including but not limited to, any fees or costs associated with erroneous payments, their reversal or returned payments. Further, I agree that Empire will not be responsible for any damages I or the licensee may suffer in the event that there is delay or failure to make a payment, including but not limited to damage resulting from the licensee being placed on the New York State Liquor Authority’s default list. I further agree that the security procedures in place for Empire360 are commercially reasonable. If at any point I do not agree that the security procedures associated with the website are commercially reasonable, I will discontinue confirming EFTs through Empire360 or Pay by Phone.
25. Empire Default Notification Email Service
If I request the Empire Default Notification Email Service, I agree that Empire will not be liable for damages resulting from errors made in any such service or failure of any notice or email to reach me. I agree, on my behalf and on behalf of the licensee, Empire will not be responsible for any damages I or the licensee may suffer in the event that there is delay or failure to make a payment, including, but not limited to damages resulting from the licensee being placed on the New York State Liquor Authority’s default list..
