Terms and Conditions of Use

These Terms and Conditions of Use apply to www.winstonretail.com and to other Winston Retail Solutions LLC (“Winston”) websites on or accessible via www.winstonretail.com or that link to these Terms, including websites of Winston’s affiliates (collectively, the “Sites”). These terms and conditions of use (“Terms and Conditions”) are a legal agreement between you and Winston and govern your use of the Winston Sites that you have accessed. Compliance with these rules is a condition to your use of the Sites. If you do not agree to be bound by the Terms and Conditions, promptly exit the Sites.

By accessing the Sites, the pages contained on it, and the services, information and material contained or described herein, contacting our personnel, or otherwise interacting with us (collectively, the “Services”), you acknowledge your agreement with and understanding of the following Terms and Conditions. These Terms and Conditions may change from time to time (see the “Changes to Our Terms and Conditions” section in these Terms and Conditions).  Your continued use of the Site after we make changes is deemed to be acceptance of those changes, so please check these Terms and Conditions periodically for updates.

Remember that your use of the Services is at all times subject to our Privacy Policy, which incorporates these Terms and Conditions. To understand how and what information we collect, and how we may use or disclose such information, please carefully read our Privacy Policy. By using our Sites, you acknowledge that you have read our Privacy Policy and consent to our privacy practices. You further affirm your consent by submitting content or materials to or through our Sites.

YOU MAY NOT ACCESS OR USE THE SITES OR ACCEPT THE TERMS AND CONDITIONS IF YOU ARE NOT AT LEAST 18 YEARS OLD.  IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THE TERMS AND CONDITIONS, DO NOT ACCESS AND/OR USE THE SITES. 

Ownership of Sites, Trademarks and Copyrights

All pages within the Sites and any material made available for download are the property of Winston. The Sites are protected by United States and international copyright and trademark laws.

Winston and other trademarks on the Sites are trademarks and service marks or registered trademarks or service marks of Winston Retail Solutions, LLC and/or its direct or indirect subsidiaries and affiliates. All material available on the Sites, except where otherwise noted, is under copyright to Winston. Winston reserves all rights with respect to copyright and trademark ownership of all material on the Sites, and will enforce such rights to the full extent of applicable law.

Nothing on the Sites shall be construed as granting any license or right to use any image, trademark, service mark or logo. Downloading, copying or printing individual pages and/or parts of the Sites is allowed for personal, non-commercial use only, and will not transfer title to any software or material on the Site to you. You must not reproduce, distribute, reverse engineer, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Sites except as generally and ordinarily permitted through the Sites according to the Terms and Conditions.  You must not access or use any part of the Sites or any Services or materials available through the Sites for any commercial purposes. Explicit attribution to Winston must be made in the event that the material, or any part thereof, is reproduced in any form, written or electronic. Furthermore, any reproduction, re-publication or distribution of this material requires the express consent of Winston. 

We reserve the right, in our sole discretion, to deny or suspend use of the Sites or Services to anyone for any reason or no reason at all.  You agree that you will not, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Sites or the Services; (b) use the Sites or Services to violate any local, state, national, or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Sites or Services; (d) distribute viruses or other harmful computer code through the Sites, or (e) otherwise use the Services or Sites in any manner that exceeds the scope of use granted above.  You agree that you will not upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (up to, but not excluding, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically, or otherwise objectionable. 

Electronic Notices and Communications

By visiting our Sites or sending us email, you are communicating with us electronically. By communicating with us electronically, you agree that: (a) we may communicate with you electronically by email, or as appropriate, by posting general notices on our websites; (b) all notices, disclosures, and other communications that we send you electronically satisfy any legal requirement that such communications be in writing; and (c) any notices are deemed to be given and received on the date we transmit any electronic communication as described above.

User Submission

All communications, comments, feedback, bug reports, suggestions, ideas, content, and other submissions submitted to Winston through the Sites (collectively, “Submissions”) shall be and remain Winston’s property with all worldwide rights, titles and interests in all copyrights and other intellectual property in such Submissions hereby being assigned to Winston by you. All Submissions, as well as all communications made by you through the Sites, including, without limitation, blog and chat messages shall not (i) be illegal, defamatory, trade libelous, threatening, invasive of privacy or harassing; (ii) be obscene or contain any pornography; (iii) contain any software viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (iv) infringe upon any third party’s copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or rights of publicity or privacy; (v) consist of or contain political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”; or (vi) otherwise create or result in any liability for Winston. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Submissions. Winston reserves the right (but has no obligation) to remove or edit any such Submissions. Winston has no responsibility and assumes no liability for any Submissions posted on the Sites by you or any third party.

Permitted Uses

All information, materials, and other content available through the Services (collectively, “Content”) is the sole and exclusive property of Winston, its affiliates, or its licensors. Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services, and to access, use, view, and print any Content, solely for your personal and internal business purposes. Except for the limited rights set forth in this Section, you may not download, copy, duplicate, sell, print, rent, lease, issue, distribute, transmit, broadcast, modify, perform, display, transfer, upload, post, create derivative works of, exploit, sublicense or otherwise assign to any third party the Services or Content. When using the Services, you must not:

• decompile, decipher, disassemble, translate, modify, reverse engineer or otherwise attempt to access the source code of the Services or Content, except where permitted by law notwithstanding this limitation;

• remove any proprietary notices on the Services or Content, or attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or security system used as part of the Services or Content;

• upload to the Services the personal information of others that you are not authorized to provide;

• provide any content, data or information to Winston that contains viruses or malicious code or is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable;

• use the Services or Content in a way that suggests you are a representative of Winston;

• use the Services or Content as a platform for external applications, or to develop applications, services, websites, or any other functionalities that leverage the Services or Content;

• infringe or misappropriate the intellectual property, proprietary or privacy rights of any third party;

• interfere with or disrupt the proper functioning of the Services or Content, Winston or any third party systems used to host the Services, or other equipment or networks used to provide the Services or Content;

• communicate the Content to the public, provide or make available any links, hypertext (Universal Resource Locator (URL) address) or otherwise grant access (other than a “bookmark” from a web browser) to the Services, or any part thereof;

• circumvent the user authentication or security of the Services or any host, network, or account related thereto;

• use any application programming interface to access the Services or Content;

• make any use of the Services or Content that violates any applicable local, state, national, international or foreign law including United States and foreign export regulations and restrictions;

• fail to use commercially reasonable efforts to prevent the unauthorized license, access, sale, transfer, lease, transmission, distribution, or other disclosure of the Services or Content;

• allow any individual to use any account log-in credentials (e.g., user identification(s), code(s), password(s), procedure(s) and user keys) issued to, or selected by, Winston for someone other than the individual identified in the account information; or

• cause damage to Winston’s business, reputation, employees, members, facilities, or to any other person or legal entity.

Any scraping, automated access, or other unauthorized access to, and storage of, Services or Content will result in immediate termination of your access to the Services, Content, and your Account. Winston enforces a zero-tolerance spam policy regarding information transmitted through our network.  Winston may determine in its sole discretion whether any transmissions are considered spam. Spam includes, but is not limited to, the following:

• Bulk unsolicited e-mail, promotional material, or other forms of solicitation sent via the Services, or e-mail that advertises any IP address belonging to Winston or any URL (domain) that is hosted by Winston.

• The use of web pages set up on ISPs that allow spamming that directly or indirectly reference customers to domains or IP addresses hosted by Winston.

• Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.

Use of the Services or Content for any purpose other than what is described in this Section is prohibited.

No Warranty; No Liability

YOU EXPRESSLY AGREE THAT USE OF THE SITES OR SERVICES IS AT YOUR SOLE RISK.  BOTH THE SITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WINSTON MAKES NO WARRANTY THAT ACCESS TO THE SITES OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT VIRUSES OR OTHER HARMFUL COMPONENTS WILL NOT BE TRANSMITTED IN CONNECTION WITH YOUR USE OF THE SITES. WINSTON HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND/OR REGULATION, ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, REGARDING THE SITES AND SERVICES AND ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SITES AND ITS CONTENTS AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND/OR USAGE OF TRADE OR THEIR EQUIVALENTS UNDER THE APPLICABLE LAWS AND/OR REGULATIONS OF ANY JURISDICTION. WINSTON DOES NOT WARRANT OR GUARANTEE THE ACCURACY, TIMELINESS, SUITABILITY, COMPLETENESS OR AVAILABILITY OF THE SITES OR SERVICES OR THE INFORMATION OR RESULTS OBTAINED FROM USE OF IT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WINSTON BE LIABLE TO ANYONE FOR ANY DAMAGES ARISING IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE FROM ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITES OR THE SERVICES OR FROM ANY ACTION TAKEN OR NOT TAKEN AS A RESULT, REGARDLESS OF WHETHER THEY ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR TRADING LOSSES OR LOST PROFITS, OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, EVEN IF WINSTON KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, CLAIM OR DEMAND.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WINSTON (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATING TO WINSTON’S OPERATION OF OR YOUR USE OF THE SITES OR THE SERVICES EXCEED $100.

Indemnification

You agree to defend, indemnify and hold harmless Winston, 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 and Conditions or your use of the Sites, including, but not limited to, your Submissions, any use of a Sites’ Content and Services  other than as expressly authorized in these Terms and Conditions or your use of any information obtained from the Sites.

Links to Other Websites / Content of Other Provider

The Sites or Services may link to or integrate with other websites operated or content provided by third parties, and such other websites may link to the Sites. We have no control over any such third party websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such link does not constitute an endorsement of such websites, the content of the websites, or the operators of the websites. Therefore, any opinions, statements, products, services or other information expressed or made available by third party suppliers on the Sites are those of such third party suppliers. We do not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the content displayed on our Sites or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with us. All disclaimers and other notices associated with such materials shall apply and supplement these Terms and Conditions as to the individual content. We are providing these links to you only as a convenience. You release and hold Winston harmless from any and all liability arising from your use of any third-party website or service.

Notice and Procedure for Making Claims of Copyright Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Winston’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Winston that your copyrighted material has been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work that you claim has been infringed upon;

• A description of where the material that you claim is infringing is located on the Sites, including the ISBN if applicable;

• Your address, telephone number, and e-mail address;

• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Winston’s copyright agent’s address for purposes of notices of claims of copyright infringement on the Sites is as follows:

Copyright Agent

Winston Retail Solutions, LLC

22 West 38th Street, 12th Floor

New York, NY 10018

Conflict of Terms

If there is a direct conflict or contradiction between the provisions of these Terms and Conditions and any other relevant terms and conditions, policies or notices that apply to a particular section or module of the Sites, the other relevant terms and conditions, policies or notices which relate specifically to a particular section or module of the Sites shall prevail in respect of your use of that relevant section or module of the Sites.

Governing Law and Jurisdiction

Use of the Sites shall in all respects be governed by the laws of the United States and the laws of the State of New York, U.S., without regard to its conflicts of law principles, unless you habitually reside in the countries in the European Union (EU), European Economic Area (EEA), and Switzerland. You and Winston agree that the courts located in New York County, New York a, United States of America, shall have exclusive jurisdiction over all controversies arising under this agreement and agree that venue is proper in those courts and waive any and all objections to such jurisdiction and revenue, including, without limitation, forum non-conveniens.

If you habitually reside in the countries in the European Union (EU), European Economic Area (EEA), and Switzerland, the laws of Ireland govern claims related to Winston’s provisions of Services. With respect to jurisdiction, you and Winston agree to choose the courts of the country to which we direct your Services where you have habitual residence for all disputes arising out of or relating to these Terms, or in the alternative, you may choose the responsible court in Ireland.

If you habitually reside in Canada, the laws in force in the Province of Ontario and the laws of Canada govern claims related to the Sites, without reference to its conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction of the courts of the Province of Ontario in connection with any matter arising out of or in connection with these Terms, without limiting our ability to seek injunctive relief from any court of competent jurisdiction or to enforce an Ontario judgment against you.

International Use

Please be aware that we have locations in the United States and that the Sites are governed by United States law. If you are using the Sites or accessing the Sites from outside of the United States, your information may be transferred to, stored, and processed in the United States where our servers may be located. We implement safeguards to ensure an appropriate level of data protection for your information.

If you use the Sites or access the Sites outside of the United States, you will not access or use the Sites if you are on the United States Treasury Department’s “Specially Designated Nationals and Blocked Persons List,” or are located in a country embargoed by the United States; and agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Sites. The Sites are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation.

Severability

Any provision of these Terms and Conditions which is or becomes unenforceable in any jurisdiction, whether due to being void, invalidity, illegality, unlawfulness or for any reason whatsoever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as void, and the remaining provisions of any relevant terms and conditions, policies and notices shall remain in full force and effect.

Waiver; Entire Agreement

Any waiver of any provision of these Terms and Conditions must be in writing and signed by Winston to be valid. A waiver of any provision hereunder shall not operate as a waiver of any other provision, or a continuing waiver of the same provision in the future. These Terms and Conditions and our Privacy Policy constitute the entire understanding and agreement between you and us relating to the subject matter hereof and supersede any and all prior statements, understandings or agreements, whether oral or written regarding such subject matter, and shall not be modified except in writing, signed by you and Winston.

Termination

Your access to the Sites and your account may be terminated immediately without notice from us, if, in our sole discretion, you fail to comply with any term or provision of these Terms and Conditions. Upon termination, you must cease use of the Sites, and neither you, nor any third party on your behalf, shall access or attempt to access the Sites for any purpose whatsoever.

Changes to Our Terms and Conditions

It is our policy to post any changes we make to the Terms and Conditions on this page.  The date the Terms and Conditions were last revised is identified below.  You are responsible for periodically visiting the Sites and the Terms and Conditions to check for any changes.

(Latest Update: September 23, 2024.)