Acceptance of Terms and Authority

By accessing, browsing, or using this website (the “Site”), including any secure portal, dashboard, or authenticated environment made available by Helmsman Imports, LLC (“Helmsman,” “we,” “us,” or “our”), you agree to be bound by these Website Terms and Conditions (“Terms”).

If you access or use the Site on behalf of an entity, you represent and warrant that you have full authority to bind that entity to these Terms, and references to “you” include such entity.

If you do not agree to these Terms, you must not access or use the Site.

Scope and Purpose of the Site

The Site is provided for general informational, brand education, and business purposes only, including information regarding Helmsman’s importation-related services, industry resources, and company background. It is intended solely for users of Legal Purchasing Age.

The Site:

  • Is not an offer to sell or a solicitation of an offer to buy alcoholic beverages
  • Does not facilitate the sale of alcoholic beverages directly to consumers
  • Does not provide retail pricing, ordering, checkout, or fulfillment functionality
  • Is not a consumer retail platform

Any professional importation, compliance, logistics, or related services provided by Helmsman are governed exclusively by a separate written services agreement or master services agreement entered into between Helmsman and the applicable client (“Service Agreement”).

In the event of any conflict between these Terms and a Service Agreement regarding services, fees, data, performance, or dispute resolution, the Service Agreement shall control.

Regulatory Role and Industry Positioning

Helmsman is a Tier-1 alcohol importer operating within the United States alcohol regulatory framework. Helmsman is not a distributor, wholesaler, retailer, or direct-to-consumer seller of alcoholic beverages.

Any references on the Site to brands, products, distributors, retailers, marketplaces, or third-party platforms are provided solely for informational or consumer convenience purposes. Such references do not constitute an offer to sell, a solicitation to buy, or an inducement or “thing of value” under applicable federal, state, or local alcohol laws.

In compliance with the Three-Tier System, Helmsman does not control, set, or list retail pricing, guarantee product availability, or manage fulfillment through third parties. The listing of any third-party retailer does not constitute endorsement or an exclusive commercial relationship.

Eligibility and Intended Audience

The Site is intended solely for industry participants and individuals of legal purchasing age in their jurisdiction. The Site is not directed to minors.

By accessing or using the Site, you represent and warrant that:

  • You are legally permitted to access alcohol-related industry content in your jurisdiction
  • You are at least 21 years of age or the Legal Purchasing Age in your jurisdiction
  • Any information you provide regarding age or eligibility is truthful and accurate

Helmsman reserves the right to restrict or terminate access if eligibility requirements are not met.

Website Access, Portal Use, and Services

Certain features, tools, dashboards, reporting functions, or materials may be accessible only through a secure, authenticated environment or platform operated by Helmsman (“Portal”).

Access to any Portal:

  • May be granted to clients, prospective clients, partners, or authorized users even in the absence of a Service Agreement
  • Is limited to Authorized Users with valid credentials issued by Helmsman
  • Does not create a client relationship or obligate Helmsman to provide services

Portal access does not expand, modify, or replace any Service Agreement. Where no Service Agreement exists, Portal access is provided on an informational, trial, or discretionary basis only.

You are responsible for maintaining the confidentiality of login credentials and for all activity conducted under your account.

No Advice; No Reliance

All content on the Site and Portal is provided for general informational purposes only and on an “AS IS” basis.

Nothing on the Site constitutes legal, regulatory, financial, tax, or business advice. No fiduciary relationship is created. You agree not to rely on Site content when making business or compliance decisions and to independently verify all information.

Acceptable Use

You agree not to:

  • Use the Site for unlawful purposes or in violation of alcohol trade regulations
  • Scrape, harvest, or extract data using automated means
  • Use Site content to train or fine-tune artificial intelligence or machine learning models
  • Interfere with Site security or reverse engineer any software
  • Misrepresent identity or affiliation
  • Use the Site to compete with Helmsman or solicit its clients, partners, or suppliers

Helmsman may suspend or terminate access at any time without notice for violations.

Intellectual Property

All Site content is owned by or licensed to Helmsman and protected by intellectual property laws.

Site content may not be copied, scraped, framed, republished, or used for commercial purposes without Helmsman’s prior written consent.

You are granted a limited, revocable, non-exclusive, non-transferable license to access and view the Site for internal business and informational purposes only.

Any feedback or submissions you provide may be used by Helmsman without compensation or obligation.

Data Collection, Tracking Technologies, and Privacy

In connection with your access to or use of the Site or Portal, Helmsman and its third-party service providers may collect information you voluntarily provide and information automatically collected through cookies, pixels, analytics tools, session replay scripts, chat technologies, and other tracking technologies.

You expressly consent to the monitoring and recording of your activities and interactions on the Site by Helmsman and its third-party providers.

Collected information may include names, email addresses, company information, device identifiers, IP addresses, interaction and usage data, and information relating to eligibility.

The collection and use of personal information is governed by Helmsman’s Privacy Notice, incorporated by reference. Third-party service providers may collect data for their own independent business purposes, subject to their own privacy policies.

To the fullest extent permitted by law, you grant Helmsman a non-exclusive, perpetual, irrevocable, royalty-free license to use aggregated, de-identified, or anonymized usage data for analytics, compliance, security, product improvement, and business operations.

You acknowledge that transmission of information over the internet is not completely secure and that Helmsman does not guarantee absolute data security.

DISCLAIMER OF WARRANTIES

THE SITE, PORTAL, AND ALL CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS.

TO THE FULLEST EXTENT PERMITTED BY LAW, HELMSMAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

HELMSMAN DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, HELMSMAN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

HELMSMAN’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF:

  • AMOUNTS PAID BY YOU TO HELMSMAN IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, OR
  • ONE HUNDRED U.S. DOLLARS (USD $100)

This limitation does not apply to liability finally determined to result from Helmsman’s gross negligence, fraud, or willful misconduct.

INDEMNIFICATION AND HOLD HARMLESS

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Helmsman and its affiliates from all claims, damages, losses, liabilities, penalties, and attorneys’ fees arising from:

  • Your access to or use of the Site or Portal
  • Your violation of these Terms or applicable law
  • Your misuse of content or data
  • Any submissions or materials you provide
  • Third-party claims arising from your conduct

This obligation does not apply to claims finally determined to result from Helmsman’s gross negligence, fraud, or willful misconduct.

DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

All disputes arising out of or relating to these Terms, the Website, or the Privacy Notice shall be resolved by final and binding individual arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in New York, New York, unless the parties agree otherwise.

YOU AND HELMSMAN EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Arbitration shall proceed on an individual basis only. The arbitrator may award relief only on an individual basis and may not consolidate claims or award relief to any other person or entity.

GOVERNING LAW AND VENUE

These Terms are governed by the laws of the State of New York. Non-arbitrable claims shall be brought exclusively in state or federal courts located in New York County, New York.

TERMINATION

Helmsman may suspend or terminate access at any time without notice or liability. Upon termination, all rights granted to you cease.

Sections concerning intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law survive termination.

MODIFICATION OF TERMS

Helmsman reserves the right to modify or update these Terms at any time. Any modifications will become effective upon posting on the Site or Portal, or upon being otherwise made available through commercially reasonable means. Your continued access to or use of the Site or Portal after the effective date of any modification constitutes your acceptance of the modified Terms.

Any modifications to these Terms shall apply prospectively only and shall not affect any dispute arising prior to the effective date of the modification.

MISCELLANEOUS

  • Entire Agreement. These Terms constitute the entire agreement between you and Helmsman regarding your access to and use of the Site and Portal and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to such subject matter.
  • Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
  • No Waiver. Helmsman’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision or any other provision.
  • Assignment. You may not assign or transfer these Terms, in whole or in part, without Helmsman’s prior written consent. Helmsman may assign these Terms freely in connection with a merger, sale of assets, reorganization, or similar transaction.
  • Relationship of the Parties. Nothing in these Terms shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between you and Helmsman.
  • Force Majeure. Helmsman shall not be liable for any failure or delay in performance arising out of events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government actions, failures of utilities or telecommunications, or internet service disruptions.
  • Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.