Terms & Conditions

eRNDC - Terms and Conditions of Use

LAST UPDATED: These Terms and Conditions of Use were last updated on, and are effective as of, April 5, 2019.

This ecommerce portal website eRNDC.com (the “Website”) is operated by Republic National Distributing Company (“RNDC”). RNDC is sometimes referred to in these Terms of Use as the “Company,” “we,” “us” or “our”. This Website is used as an ecommerce portal for retail businesses (including, without limitation, retail stores, restaurants, bars, clubs, hotels, entertainment venues and other hospitality locations) (each a “Retailer” and sometimes also referred to herein as “you” or “your”).

Only individuals acting on behalf of a Retailer are authorized to access this Website and each person accessing this Website on behalf of a Retailer must be of legal drinking age in the country where such individual resides. Please exit this Website immediately if you are not an individual of a legal age for consuming alcoholic beverages in the country or territory in which you reside, or are in a country or territory where the access to this Website is not permitted.

By entering this Website Retailer agrees to be bound by these Terms and Conditions of Use (“Terms of Use”), which shall take effect immediately on your first visit of the Website. Please read the Terms of Use carefully before accessing and using the Website. If you do not agree to and accept, without limitation or qualification, these Terms of Use, please exit the Website.

The Company may revise these Terms of Use at any time by updating this posting. You can determine when these Terms of Use were last revised by referring to the “LAST UPDATED” legend at the top of these Terms of Use. Your continued use of the Website will be deemed acceptance of the updated or amended terms. If you do not agree to the changes, you should cease using this Website. When using any Services (as defined in Section 2), you agree that you are subject to any additional posted guidelines, rules, terms and conditions applicable to such Services, which are hereby incorporated by reference into these Terms of Use.

If there is any conflict between these Terms of Use and specific provisions appearing elsewhere on the Website, then these Terms of Use shall prevail.

1. Restricted Uses.

The Website is owned and operated by Republic National Distributing Company. The content of this Website, including but not limited to any trademarks, designs, logos, text, images, audio and video materials thereon, is the intellectual property of Company or its affiliates (“Company’s Proprietary Material”) unless otherwise stipulated in writing. Company’s Proprietary Material is protected under the laws of the United States of America and other nations around the world, and under international treaties – in particular under copyright and trademark laws. You are not permitted to remove any copyright or other proprietary notice from Company’s Proprietary Material. You are also not permitted to publish, distribute, transmit online or offline or otherwise use Company’s Proprietary Material in any way for any public or commercial purpose, without the prior and express written consent of Company.

Subject to your compliance with these Terms of Use, and solely for as long as you are permitted by Company to access and use the Website, the Company grants Retailer the limited right and license (i) to use the Website to order products (“Products”) distributed by the Company and services offered from the Company, and (ii) to download one (1) copy of any particular materials from the Website for your own use, provided that you agree to abide by any copyright notice or other restrictions contained in or applicable to such materials, including any author attribution, copyright or trademark notice or restriction in any such material that you download. Company may unilaterally cancel Retailer accounts or block access to individual employees or agents of Retailer, including because an account is regarded by the Company as being inactive or because any authorized user has violated these Terms of Use. Additionally, Company reserves the right to refuse or terminate all or part of the Services to anyone for any reason at our sole discretion.

2. Description of the Website Services.

The Company provides authorized Retailers (and their authorized employees and agents) with access to the content and services (all such content and services collectively, the “Services”) related to Product offerings and concerning alcoholic beverages generally, including without limitation: (a) online services such as Product ordering functionality and order fulfillment, and (b) content such as information, photographs, graphics and other images concerning Products, and links to third party websites. Company shall have the right to appoint and use subcontractors, wholesalers, warehousers and jobbers, at its discretion, to assist in providing the Website, the Services and in fulfilling orders for Products.

3. Use of Information/Materials.

You may print or have printed by a third party any downloadable information or materials offered on this Website provided that all of the following seven conditions are met:

You require the materials or information solely for your own use (which may include for purposes of marketing and offering for resale Products purchased through the Website);
Your use of the materials is for lawful purposes;
No copyright or other notice regarding the rights or property of the Company or of any third parties is removed from the materials or information;
You do not assert any copyright or other intellectual property, ownership or other interest or right in respect of the materials or information;
You do not use the materials or information to encourage or condone under-age drinking, drunk driving or excessive consumption of alcoholic beverages;
Retailer is located in a country or territory where the consumption of alcoholic beverages is permitted; and
Retailer’s authorized individuals accessing this Website and such materials on behalf of Retailer are of a legal age to consume alcoholic beverages pursuant to the laws of the country or territory in which such individuals reside or of the age at which such individuals have legal capacity to contract in the country in which they are resident, whichever is the greater.

4. Information Submitted Through the Website; Privacy Policy.

Your submission of information through the Website is governed by the Company’s Privacy Policy (the “Privacy Policy”), and these Terms of Use incorporate by reference the terms and conditions of the Privacy Policy. You represent and warrant that any information you provide in connection with your use of the Website is true, accurate and complete, and that you will maintain and update such information as needed such that the information remains true, accurate and complete.

5. Registration; User Names and Passwords.

Certain sections of this Website are restricted to registered users. Where a registration procedure applies, Retailer will be required to register with Company in order to access those areas of the Website. Your employees or other agents may not register unless they are of legal age to purchase alcohol in the country or territory of their residence and in the country or territory from which they are accessing the Website. With respect to any such registration, we may refuse to grant you, and you may not use, a user name or email address that belongs to or is already being used by another person; that may be construed as impersonating another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. You are responsible for maintaining the confidentiality of any password you may use to access the Website, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Website, to any third party. You are fully responsible for all transactions (including any information transmitted in connection with any transactions) and other interactions with the Website that occur in connection with your user name. You agree to immediately notify Company of any unauthorized use of your password or user name or any other breach of security related to your account, your user name or the Website, and to ensure that you “log off” and exit from your account with the Website (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

6. Placing Orders for Products.

Retailer may place orders for Products by using the ordering features and functionality available on the Website. Once an order is placed through the Website, it is subject to review and acceptance by the Company, which Company may accept or reject in its sole discretion (including, without limitation, rejection because of any inaccuracy about Product information or pricing posted on the Website).

Company attempts to be as accurate as possible with Product descriptions and pricing on the Website. However, Company does not warrant that descriptions of Products or Services or other content on the Website will always be accurate, complete, reliable, current, or error-free.

If Company requires additional information from Retailer to evaluate or fulfill an order, Retailer shall promptly provide such information to Company. Once an order has been accepted by the Company such order will be confirmed with Retailer by Company by electronic communications or other reasonable means. Company will provide Retailer with a notification if an order cannot be fulfilled or delivered. Company will use reasonable efforts to fulfill specified shipping dates for Product orders but shipment dates for Products are not guaranteed. Product returns are allowed only in accordance with applicable law and with the consent of Company (including that such return meet Company’s return criteria).

7. Retailer Resale Certification.

Retailer hereby certifies that Retailer will resell all Products purchased from Company through this Website in the regular course of Retailer’s business operations, and Retailer will do so prior to making any personal use of the Products other than for demonstration and display purposes while holding the Products for sale in the regular course of Retailer’s business. Retailer further certifies that it is a duly authorized vendor of alcoholic beverages licensed in the state of its domicile and has provided Company with all licenses, certificates, and numbers required by applicable law to make this resale certification valid. Retailer understands and agrees that if Retailer uses the Products purchased pursuant to this resale certification in any manner other than as just described, Retailer will, among other things, owe use tax based on each purchased Product’s purchase price or as otherwise provided by law.

Retailer acknowledges that a person may be guilty of a crime under applicable law if the purchaser who represents that they are acquiring Products for resale knows at the time of purchase that such purchaser will not resell the purchased items prior to any personal use (other than retention, demonstration, or display while holding it for resale) and such purchaser furnishes a resale certificate to avoid payment to the seller of an amount as tax. Additionally, a person misusing a resale certificate for personal gain or to evade the payment of tax may be liable for monetary penalties.

8. Invoicing and Payment.

Retailer agrees that the obligation to pay Company becomes fixed upon delivery of each Product and such obligation is permanent and not cancellable unless a return is both specifically allowed by law and meets Company’s return criteria.

Invoicing and payment terms are determined based on applicable law in the jurisdiction of the Retailer, and the Retailer’s credit status with Company and delinquency status. Company will inform Retailer of payment terms in an applicable order confirmation and Retailer agrees to comply with such terms. For Retailers in good standing, and depending on the location of the Retailer, Company either offers terms or collects payment cash on delivery (“COD”). Where payment terms are allowed and offered, Company will present a pro forma invoice electronically and a final invoice upon delivery of goods made during the week and payments via ACH or other mutually agreed upon means of payment are due before invoice date. Where COD is required by law or implemented by Company, Retailer agrees to pay Company via ACH or other mutually agreed upon means of payment immediately on or before delivery and never later than the same day as delivery. Please check the order confirmation for the payment terms that are applicable.

Otherwise, the parties consent to use Automatic E-Check Payment (AEP) and Automated Clearinghouse (ACH) transactions initiated by Company to debit the designated bank accounts of Retailer to pay for Products ordered by Retailer from Company. Both parties agree to be bound by NACHA Operating Rules and applicable provisions of U.S. federal and state law. In such case, Retailer hereby provides authorization for individual AEP and ACH transactions to be initiated by Company for Product orders made through the Website. Retailer hereby authorize Company to make debit and/or credit instructions for the purchase of Products to any bank account for which Retailer provides information to Company (the “Authorized Accounts”) by AEP or EFT; and directs that all such debit and/or credit instructions be made to the Authorized Accounts. Each party is responsible for its respective costs for network service charges and any and all other expenses it incurs for any reason relating to the transmission of EDI communications or otherwise. Either party may update or change the AEP ACH arrangement or Authorized Accounts upon advance written notice to the other or via submission of valid electronic information to the other. Applicable returned items fees will apply and the maximum service charge as allowed by applicable law will be assessed on returned payments.

Failure by a Retailer to timely pay amounts owed on orders placed through this Website may result in suspension or termination of Retailer’s account with Company, COD or cash before delivery (CBD) requirements, fines and liability by Retailer for state and federal crimes. Company will comply with all applicable laws concerning payments matters including those that require reporting payment problems to the applicable state liquor authority or other state agencies, COD/DBR payments, fines, interest, penalties or termination of Retailer’s account with Company.

9. Retailer Representations and Warranties.

Retailer represents and warrants to Company that at all times: (i) Retailer has all requisite power and authority to enter into and perform its obligations with respect to all orders and under these Terms of Use; (ii) the execution, delivery and performance by Retailer of all orders and its obligations under these Terms of Use will not violate or constitute a default under the terms of any agreement or instrument to which Retailer is a party or by which any of its material assets or rights or privileges are subject or bound, or otherwise violate the rights of any third party; (iii) each order and these Terms of Use constitutes a legal, valid and binding obligation of Retailer, enforceable in accordance with its terms; (iv) Retailer has and will maintain all licenses, permits, certificates, and any other items required to buy Products in compliance with all applicable laws; (v) all information provided by Retailer in using the Services and this Website is true, accurate and correct and will be promptly updated upon any changes; (vi) Retailer will purchase Products only in compliance with law, rule, regulation and standards; (vii) Retailer has properly and timely paid all taxes, fees and charges imposed on Retailer; (viii) Retailer will neither order nor accept Products from Company while Retailer is insolvent within the meaning of the Uniform Commercial Code (and every Order placed or delivery accepted while the Retailer is insolvent shall constitute a written misrepresentation of solvency to Company within the meaning of the Uniform Commercial Code); (ix) Retailer understands and acknowledges that Company is not providing legal advice and any information provided by Company is general guidance on how to use the Website and Services and Retailer is solely responsible for ensuring Retailer’s compliance with all applicable laws, rules and regulations; (x) Retailer is responsible for all activity on Retailer’s Website account (including any sub-accounts) and will guard passwords and account access so that only authorized users can access the account for authorized purposes and that

nobody under the age of 21 will use or access the account; (xi) Retailer shall comply at all times with the Retailer resale certification provided above; and (xii) if COD payment terms are applicable to Retailer, Retailer will make prompt electronic payment on delivery of Product via payment request sent to the email address on file and in no case later than the same day of delivery.

10. Authorization to Contact Retailer Electronically and Recording Calls.

Retailer hereby consents to and authorizes Company (and its authorized service providers) to contact Retailer using emails, autodialed or prerecorded calls and text messages, at any telephone number or email address provided by Retailer, to, among other things: (i) notify Retailer regarding the account and any orders; (ii) troubleshoot problems within the account; (iii) resolve a dispute; (iv) collect a debt; or (v) as otherwise necessary to provide Services, fulfill orders or enforce these Terms of Use, applicable law, or any other agreement Company may have with Retailer. Company may, without further notice or warning and in its discretion, monitor or record telephone conversations Retailer or anyone acting on Retailer’s behalf for quality control, for training purposes, or for Company’s own protection.

11. Additional Rules of Conduct for Website.

We expect all users of the Website to respect the law as well as the rights and dignity of others. While using the Website and the Services, you agree to comply with all applicable laws, rules and regulations. In addition, your use of the Website and any Service is conditioned on your compliance with the rules of conduct set forth in this section, and failure to comply with these rules of conduct may result in termination of your access to the Website pursuant to Section 21 (Miscellaneous) below.

You agree not to:

Post, transmit, or otherwise make available through or in connection with the Website:

Any information or materials that are or may be, or the posting, transmission or use of which is or may be:

threatening, harassing, degrading, hateful or intimidating
defamatory or libelous;
fraudulent or tortious;
obscene, indecent, pornographic or otherwise objectionable;
protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right;
depicting or endorsing irresponsible drinking; or depicting or endorsing activities that are inappropriate when consuming or after consuming alcoholic beverages such as operating a motor vehicle;

Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking”;

Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage, hijack, disable, interfere with, or disrupt the operation of, or monitor the use of, any hardware, software or equipment;

Any unsolicited or unauthorized advertisements, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation that is not expressly approved by Company in advance;

Any personally identifiable information of any individual, without the prior consent of such individual; or

Any material, non-public information about a company, without the proper authorization to do so.

Use the Website for any fraudulent or unlawful purpose.
Use the Website to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or to harvest or collect information about users of the Website.
Impersonate any person or entity, including without limitation any representative of Company; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Website; or express or imply that we endorse any statement you make.
Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available; or violate any requirements, procedures, policies or regulations of such networks.
Restrict or inhibit any other person from using the Website (including without limitation by hacking or defacing any portion of the Website).
Use the Website to advertise or offer to sell or buy any goods or services for any business purpose without Company’s express prior written consent.
Reproduce, duplicate, copy, sell, resell, link to or otherwise exploit for any commercial purposes, any portion of, use of, or access to, the Website.
Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Website.
Remove any copyright, trademark or other proprietary rights notice from the Website or materials originating from the Website.
Frame or mirror any part of the Website.
Create a database by downloading and storing Website content.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Website content or reproduce or circumvent the navigational structure or presentation of the Website without Company’s express prior written consent.

Additionally, you acknowledge and agree that you (and not Company) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Website and for paying all charges related thereto.

If Company is made aware of any information or materials posted, transmitted, or otherwise made available through or in connection with the Website that may be a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, or a violation of these Terms of Use, Company has the right, but not the obligation, to remove or disable access to the respective information or materials.

12. Links to or from Other Websites.

Except as otherwise expressly stated by Company on the Website, Company is not affiliated or associated by ownership with operators of any third party websites that link to or are linked from the Website. Company expressly disclaims any responsibility for the accuracy, content, availability of information found on, or any malware or malicious code that may be present on any third party websites that link to or are linked from the Website. We cannot ensure your satisfaction with any products or services that are available through any third party site that links to or is linked from the Website because these third party sites are owned and operated by independent entities. We do not endorse any of the products or services, nor have we taken any steps to confirm the accuracy or reliability of any of the information, made available through any third party sites. We make no representations or warranties as to the security of any information (including without limitation personal information) that you may provide or be requested to provide to any third party, whether through such a third party site or otherwise.

YOU AGREE THAT YOUR USE OF THIRD PARTY SITES AND RESOURCES AND ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, SERVICES, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES AND RESOURCES IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

Company shall have the right, at any time and at its sole discretion, to block links to the Website through technological or other means without prior notice.

13. Limitation of Liability and Disclaimers.

THE WEBSITE AND ALL SERVICES, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE WEBSITE ARE PROVIDED TO YOU “AS IS” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND COMPANY, ITS GROUP COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE WEBSITE AND ALL SERVICES, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE WEBSITE, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ANY PARTICULAR SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH THE WEBSITE, AND YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT ANY SOFTWARE OR HARDWARE YOU USE WILL FUNCTION CORRECTLY WITH THE WEBSITE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE WEBSITE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE WEBSITE.

COMPANY, ITS GROUP COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE WEBSITE OR SERVICES, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES AND (B) DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF THE WEBSITE, SERVICES OR FROM ANY INFORMATION OR MATERIALS ON THE WEBSITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR THE SERVICES IS TO STOP USING THE WEBSITE. THE MAXIMUM LIABILITY FOR COMPANY, ITS GROUP COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY TO ACCESS AND USE THE WEBSITE OR SERVICES.

While we try to maintain the security of the Website, we do not guarantee that the Website will be secure or that any use of the Website will be uninterrupted. Additionally, third parties may make unauthorized alterations to the Website. If you become aware of any unauthorized third party alterations to the Website, contact the Company at One National Drive SW, Atlanta, GA 30336 or by email to support@eRNDC.com with a description of the material(s) at issue and the URL or location of such materials.

14. Indemnification.

You will indemnify, defend and hold the Company harmless from and against any and all claims, actions, demands, causes of action and other proceedings arising from or related to any of the following (the “Claims”): (a) your use of, inability to use, or activities in connection with the Website or any Service; (b) any violation of these Terms of Use or any other Company terms, conditions or policies by you or through any account you may have with any Website; (c) any transaction made by you through this Website; (d) any allegation that any materials that you make available through the Website infringe or otherwise violate the intellectual property, privacy, or other rights of any third party; or (e) your violation of any rights of any Website visitor, user, or customer, or any other third party; and you agree to reimburse the Company on demand for any damages, losses, costs, judgments, fees, fines and other expenses they incur (including attorneys’ fees and court costs) as a result of any Claim(s).

15. Force Majeure.

Each party’s obligation to perform its obligations hereunder (other than Retailer’s obligation to pay fees when due) shall be suspended during any period that the party is rendered incapable of performing by virtue of any criminal acts of third parties, war, viruses, acts of public enemies, severe weather conditions, utility failures, strikes or other labor disturbances, fires, floods, other natural disasters, other acts of God, unforeseeable acts of employees, telecommunication or interruption of Internet service, or any causes of like or different kind beyond any reasonable control of the party.

16. Termination and Enforcement.

You agree that Company, at its sole discretion, may terminate your access to or use of the Website or the Services, at any time and for any reason, including without limitation if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Upon any such termination, your right to use the Website will immediately cease. You agree that any termination of your access to or use of the Website may be effected without prior notice and that Company may immediately deactivate or delete any user name and/or password used by or provided to you, and all related information and files associated therewith, and/or bar any further access to such information or files. You agree that Company shall not be liable to you or any third party for any termination of your access to the Website or to any such information or files and shall not be required to make such information or files available to you after any such termination. Company reserves the right to take steps that Company believes are necessary or appropriate to enforce and/or verify compliance with these Terms of Use (including without limitation in connection with any legal process relating to your use of the Website and/or a third party claim that your use of the Website is unlawful or violates such third party’s rights). Sections 1, 9, 11-14, 16, 18 and 21 shall survive any expiration or termination of these Terms of Use.

17. Modifications to Website and Amendments to Terms of Use

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part hereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the website.

We also reserve the right, at any time, to modify, amend or update these Terms of Use without notice. When we do modify these Terms of Use we will note at the top of these Terms of Use the date of the last update, which should alert you to changes since your prior visit to this Website.

18. Governing Law.

These Terms of Use shall be governed by the laws of the State of Georgia, USA, without regard to its conflict of laws principles. You and Republic National Distributing Company agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Georgia and waive any jurisdictional, venue or inconvenient forum objections to such courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose. Your conduct may be subject to other laws. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation this Section 18 (Governing Law).

19. Contacting Us.

If you have any questions regarding the Website or these Terms of Use, please contact us by email at support@eRNDC.com, or by postal mail One National Drive SW, Atlanta, GA 30336, Attention: eRNDC Support. Please note that email communications will not necessarily be secure; accordingly, you should not include sensitive information in your email correspondence with us.

20. Claims of Copyright Infringement.

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 available on the Website infringe your copyright, you (or your agent) may send the Company a notice requesting that it remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See copyright.gov for details. Notices and counter-notices should be sent to One National Drive SW, Atlanta, GA 30336, or by email to support@eRNDC.com. We suggest that you consult your legal advisor before filing a notice or counter-notice.

21. Miscellaneous.

If any provision of these Terms of Use shall be deemed to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms of Use, together with all agreements and statements referred to herein (including the Privacy Policy) and incorporated herein by reference, constitutes the entire agreement between you and Company relating to the subject matter hereof and, except as otherwise provided herein, supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you may be made by posting a notice (or a link to a notice) on the Website, by email, or by postal mail, at Company’s discretion. Without limitation, you agree that a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

This Privacy Policy was last updated on, and is effective as of, April 5, 2019.

Welcome to the ecommerce portal website eRNDC.com (the “Website”) for retail businesses (including, without limitation, retail stores, restaurants, bars, clubs, hotels, entertainment venues and other hospitality locations) (each a “Retailer” and sometimes also referred to herein as “you” or “your”). This Website is operated by Republic National Distributing Company (“RNDC”). RNDC is sometimes referred to in this Privacy Policy as the “Company,” “we,” “us” or “our”.

We are committed to protecting the privacy of users who visit our Website. This Privacy Policy (“Privacy Policy”) is intended to inform you of the ways in which we collect information through this Website, the uses for that information, and the ways in which we will protect any personal information you choose to provide us.

By using the Website, you consent to the collection, use and transfer of your information in accordance with this Privacy Policy. If you do not agree to this Privacy Policy, please do not use this Website.

Changes and Updates to Privacy Policy

We may modify and update this Privacy Policy from time to time. Changes in our Privacy Policy will be effective immediately. If you are a regular visitor to this Website, we recommend that you check this Privacy Policy on a regular basis. We will post at the top of this Privacy Policy the date that modifications were last made, which should alert you to any changes since your last visit to the website. Your continued use of the Website is your agreement to the revised Privacy Policy.

Persons Under Legal Drinking Age Are Not Allowed

Company maintains this Website for the use of individuals who are of legal age to consume alcoholic beverages under applicable law, and you must be of legal drinking age where you reside to access the Website or provide information to us. We do not solicit or knowingly collect personal information from persons under such legal drinking age, and we do not knowingly market our products or services to persons under such legal drinking age. www.centurycouncil.org

Information Voluntarily Provided by You

We may collect information that our visitors volunteer to us, including but not limited to name, date of birth, postal address, email address, telephone numbers, cell phone numbers, gender, household information, consumption habits, product usage, attitudes and preferences regarding our products and other personal information (collectively, “Personal Information”). Any Personal Information you send us will be used for the purposes indicated on the Website or as otherwise stated in this Privacy Policy.

Use of Personal Information

Personal Information will be held by Company and may be used by Company and its affiliated companies and their agents, partners, suppliers or licensees, including the owners and operators of beer/wine/spirits brands featured on the Website. We will not sell, exchange or otherwise distribute your Personal Information to unaffiliated third parties without your consent, except to the extent required by law, or as set out in this Privacy Policy, including as follows:

Agents and Service Providers. We sometimes contract with other companies and individuals to perform functions or services on our behalf. They may have access to Personal Information needed to perform their functions, but are restricted from using the Personal Information for purposes other than providing services for us.

Promotions and Marketing. We may sometimes engage with third parties (including supplier brands) in various promotional and marketing efforts concerning Products and other offerings, services, promotions, or upcoming events that we or they believe may be of interest to you and as part of such activities we may share information with such third parties.

Business Transfers. In the event that our business is transferred to, merged with or acquired by another company or entity, your Personal Information may be transferred to another company or entity that is part of the business transfer, merger or acquisition.

Assignments. We may assign our rights and duties under this Privacy Policy, including, without limitation, our rights in information collected through the website, to any third party at any time without notice to you.

Legal Matters. We may preserve and disclose any Personal Information and any information about your use of this Website if we have a good faith belief that such action is necessary to: (a) protect and defend the rights, property or safety of Company, its affiliates, other users of this Website, or the public; (b) enforce the Website’s TERMS OF USE; or (c) respond to claims that any content violates the rights of third-parties. We may also disclose information, as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.

The Personal Information we receive will be used in our marketing, promotion and advertising of the Brand and Products and, in some cases, by owners and operators of beer/wine/spirits brands featured on the Website. As a result of providing us with your contact information, we may contact you by sending you mailings or other communications (electronic or otherwise) regarding the Brand and products, services, promotions, or upcoming events that we believe may be of interest to you. We may also ask you (or have a service provider ask on your behalf) to participate in surveys seeking information or opinions related to our category of products and services.

Use of Cookies

A cookie is a text-only string of information that a website transfers to the cookie file of the browser on your computer’s hard disk, so that the website can remember certain information. Cookies cannot be used by themselves to identify you.

Two types of cookies are used on this Website.

Session cookies are temporary cookies that remain in the cookie file of your browser until you leave the site.

We use session cookies to:

Carry information across pages of our Website and maintain your preferred language throughout the session. This cookie will be initiated each time you affirm your age on our Website.
Persistent cookies remain in the cookie file of your browser even after the browser is closed. The length of time a cookie remains depends on its lifespan.

We use persistent cookies to:

Help us recognize that individual users of the Website who have already affirmed your age with the Website. When applicable, such date of birth information is held within this cookie for 2 hours and allows re-entry to the Website without that individual user having to affirm their age each time the Website is visited. After two hours, an individual user will be prompted to affirm their age again to gain entry to our Website.
Generate anonymous, aggregated statistics about the visitors to this Website by using Google Analytics. These statistics help us understand how users navigate the Website and help us improve the structure of our Website. These statistics include for example: most popular and least popular pages visited, amount of time visitors stay on the site and the percentage of visitors that leave the site before entering their birth date. These cookies expire within two hours after you leave the Website. Google offers instructions to opt out of tracking by Google Analytics across all websites here.

Note that most browsers are initially set to accept cookies. However, you have the ability to disable cookies if you wish, generally through changing the internet software browsing settings. It may also be possible to change the settings to enable acceptance of specific cookies. Please refer to the help section on your browser. If cookies are disabled you will be unable to access our Website.

For more information about cookies and how to disable them please visit allaboutcookies.org

Use of Pixel Tags

We and our service providers may also use so-called “pixel tags,” “web beacons,” “clear GIFs” or similar means (collectively, “Pixel Tags”) in connection with some Website pages and HTML-formatted email messages to, among other things, compile aggregate statistics about Website usage and response rates. A Pixel Tag is an electronic image, often a single pixel (1×1), that is ordinarily not visible to Website visitors and may be associated with Cookies on the visitors’ hard drives. When used in HTML-formatted email messages, Pixel Tags can tell the sender whether and when the email has been opened.

Emails to Friends and Other Persons.

In the event that we offer the functionality to permit you to send messages regarding Website-related content to a friend or other persons through the Website, you may provide us with your friend’s email address so that we can facilitate your sending a message to your friend; provided, however, that we reserve the right to refuse to facilitate the message for any reason, including without limitation restrictions placed on this functionality by your jurisdiction or that of your friend. Company may retain your friend’s email address but will use your friend’s address only as described in this Privacy Policy and will not send additional promotional messages to your friend unless your friend registers with us (or has registered previously). Please note that any personal data you provide in connection with your request to send messages to your friend may be disclosed to your friend.

By using our send-to-a-friend functionality, you confirm that all friends you nominate to receive messages are of legal drinking age in the country where they reside and that they have consented to receiving the email(s) from this Website that you request us to send.

Promotions

We may have promotions or sweepstakes on our Website. When you enter a promotion or sweepstakes, we will ask for Personal Information about you. We will use this information for the purposes of administering the promotion or sweepstakes. We will also use and store this information for the purposes set forth under “Use of Personal Information” above unless you instruct us otherwise either through mechanisms provided with the entry form or by contacting us. Any additional uses for this information will be set forth in the Official Rules, if applicable, of the promotion.

Information Posted by Visitors

Company may make available through the Website services such as message boards to which you are able to post information, photos, images and other materials. Please note that any information, photos, images or materials you disclose through such services or otherwise on the Website, becomes public information, and may be available to visitors to the Website all over the world and to the general public. In addition, when you choose to make a posting on such services, certain personal data will be available for other users to view. We urge you to exercise discretion and caution when deciding to disclose personal data, or any other information, on the Website. WE ARE NOT RESPONSIBLE FOR THE USE OF ANY PERSONAL DATA YOU VOLUNTARILY DISCLOSE THROUGH THE SITE.

Also, please recognize that the individual forums and chat rooms may have additional rules and conditions. Each participant’s opinion on a forum or chat room is his or her own and should not be considered as reflecting our opinion.

Third-Party Websites

The Website may contain links to third-party websites. These linked websites are not under Company’s control, and we are not responsible for the privacy practices, the contents of any such linked website, any link contained in any linked website or any malware or malicious code that may be present on any such linked website. We provide such links only as a convenience, and the inclusion of a link on the website does not imply endorsement of the linked website by Company. If you provide any personal data through any such third-party website, your transaction will occur on the third party’s website (not this Website) and the personal data you provide will be collected by and controlled by the privacy policy of that third party. We recommend that you familiarize yourself with the privacy policies and practices of any third parties. PLEASE NOTE THAT THIS PRIVACY POLICY DOES NOT ADDRESS THE PRIVACY OR INFORMATION PRACTICES OF ANY THIRD PARTIES.

Your Information and Opting-Out

If you do not want to receive further communications from the Company, please follow the opt-out instructions in the email you receive from us. Note that if you have received communications from any third party suppliers or others as a result of your activity on the Website and would like to opt out of communications from such third parties you will have to contact them directly to opt out of such further communications. Please specify the means of communication from which you would like to opt-out. Otherwise, you may not get communications you would otherwise expect to receive from us.

Access to and Amendment of Information

You can ask to review and correct the Personal Information that we maintain about you by sending a written request to One National Drive SW, Atlanta, GA 30336 or by email at support@eRNDC.com.

Information Storage and Security

This Website and all information that you submit through this Website is collected, stored, and processed in the United States. We use reasonable physical, electronic, and administrative safeguards to protect your Personal Information from unauthorized or inappropriate access. However, regardless of the effectiveness of our security measures, no security system is impenetrable. We cannot guarantee the security of our database, nor can we guarantee that information you supply will not be intercepted while being transmitted to us over the Internet. We ask that you do your part by, at a minimum, keeping any computer passwords you use to access the Internet or this Website strictly confidential.

Governing Law

This Privacy Policy shall be governed by the laws of the State of Georgia, USA, without regard to its conflict of laws principles

Contact Information

Questions regarding this policy should be directed to One National Drive SW, Atlanta, GA 30336 or by email to support@eRNDC.com.

ADDITIONAL NOTICES TO CALIFORNIA RESIDENTS

California Do-Not-Track Disclosure

At this time, the Website is not set up to honor web browser do-not-track settings. Do-not-track is a privacy preference that users can set in their web browsers. When a user activates the do-not-track settings in browsers that offer this setting, the browser sends a message to websites requesting them not to track the user. For more information about do-not-track matters, please visit www.allaboutdnt.org.

Information on Marketing Disclosures

California Civil Code Section 1798.83 permits our users who are California residents to request and obtain from us once a year, free of charge, information about the personal information (if any) we disclosed to third parties for direct marketing purposes in the preceding calendar year. If applicable, this information would include a list of the categories of personal information that was shared and the names and addresses of all third parties with which we shared information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us at One National Drive SW, Atlanta, GA 30336 or by email to support@eRNDC.com.

ADDITIONAL NOTICES TO EUROPEAN UNION RESIDENTS AND OTHER DATA SUBJECTS

In addition to the information provided elsewhere in this Privacy Policy, persons (“GDPR Data Subjects”) who are residents of the member countries of the European Union (“EU”) or other data subjects covered by the EU’s General Data Protection Regulation, (EU) 2016/679 (the “GDPR”), have certain additional privacy rights under applicable law. The following provisions of this Privacy Policy provide an overview of these additional rights and related information.

Our Commitment

Company embraces the approach to privacy protection reflected in the GDPR, giving our clients, vendors, and users a greater say in what happens with their data. Please contact our data protection officer at either One National Drive SW, Atlanta, GA 30336 Attention: eRNDC Support or by email to support@eRNDC.com if you have any questions about any matters related to our GDPR compliance.

Legal Bases for Processing Personal Information of European Union Residents or Other GDPR Data Subjects

If you are a GDPR Data Subject, Company may rely on one or more of the following legal bases (or other available legal grounds) when processing your personal information, depending on the circumstances:

Legitimate Interests – Company may process your personal information where Company has a legitimate interest in such processing for managing, operating or promoting our business, and that legitimate interest is not overridden by your interests, fundamental rights or freedoms.

Consent – Company may process your personal information where Company has obtained your consent to the processing.

Contractual Necessity – Company may process your personal information where such processing is necessary in connection with any contract that Company has with you.

Legal Requirements – Company may process your personal information where such processing is required by applicable law.

Disclosures to Third Parties

If you are a GDPR Data Subject, your personal information will not be disclosed to third parties except where it is necessary for fulfillment of Company’s obligations to you or where Company is obliged or permitted to do so by law (including, without limitation, through the terms of any agreement Company may have with you), or where Company makes disclosures that are otherwise consistent with the uses described in this Policy.

Company may also disclose any information (including personal information) relating to you to law enforcement authorities or any regulatory or government authority in response to any request including requests in connection with the investigation of any suspected illegal activities.

Company reserves the right to transfer any personal information Company has about you in the event Company sells or transfers all or a portion of our business or assets, or merges with another organization. Should such a sale, transfer or merger occur, Company will use reasonable efforts seeking to require that the transferee uses personal information you have provided to Company in a manner that is consistent with this Policy.

Company will not sell, resell or lease your personal information to any third parties but Company may, if required for the purpose(s) for which your personal information was collected and processed, share it with Company partners and/or service providers to enable them to provide their services to Company or to you, as applicable. The foregoing are in addition to the other uses described elsewhere in this Policy.

Security of Personal Information of European Residents or Other GDPR Data Subjects

Company has policies and technical and organizational measures in place which are intended to safeguard and protect your personal information against unauthorized access, accidental loss, improper use and disclosure. However, you should be aware that information transmitted over the internet is not completely secure because of the nature of the internet and that systems and measures used to secure information are not flawless. For these reasons, although Company will use reasonable efforts to protect your personal information, Company does not warrant the security of personal information transmitted to Company or stored by Company, and personal information that is transmitted to Company by you electronically is done at your own risk.

Retention of Personal Information of European Residents or Other GDPR Data Subjects

Company’s policy is to retain your personal information only for as long as is necessary to fulfill the purposes for which Company collected such personal information, including for the purposes of satisfying any professional, legal, accounting or reporting requirements to which Company is subject. To determine the appropriate retention period for personal information, Company considers the scope, nature and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of the personal information, the purposes for which Company collected and processed your personal information and whether Company can achieve those purposes through other means, and any applicable legal and professional requirements.

Your Rights as a European Resident or Other GDPR Data Subject

If you are a GDPR Data Subject, you have a number of rights concerning your personal information that Company holds and uses, including the following:

Right of Access – You have the right to be informed about what personal information Company holds about you and to a copy of this personal information.

Right to Rectification – You have the right to have any inaccurate personal information which Company holds about you updated or corrected.

Right to Erasure – In certain circumstances you may request that Company delete the personal information that Company holds about you.

Right to Complain – You have the right to lodge a complaint regarding the processing of your personal information to an applicable governmental or supervisory authority in your country.

Right to Withdraw Consent – Where processing of personal information is based on your consent, you have the right to withdraw such consent at any time.

Right to Object – Where Company relies on our legitimate interests to process your personal information, you have the right to object to such use and Company is required to discontinue such processing unless Company can demonstrate an overriding legitimate interest in such processing.

Right to Restriction – You have the right to request that Company stop using your personal information in certain circumstances including if you believe that the personal information Company holds about you is inaccurate or that Company’s use of your personal information is unlawful. If you validly exercise this right, Company will store your personal information and will not carry out any other processing until the issue is resolved.

You may exercise any of the above requests in writing, or request that Company stop using your personal information for marketing purposes by contacting, us by postal mail at One National Drive SW, Atlanta, GA 30336 or by email at support@eRNDC.com.