Terms of service.
Effective Date: These Terms of Service are effective and were last updated as of November 23, 2024.
Please carefully read these Terms of Service (“Terms”), including the mandatory arbitration agreement in Section 15, which requires that disputes are resolved by final and binding arbitration on an individual and not a class-wide or consolidated basis.
These Terms constitute a binding agreement between you and White Rabbit Investments, LLC and its affiliates (“White Rabbit,” “we,” “us,” or “our”) governing your use of https://www.whiterabbitwine.com and any related social media channel, website, application, feature, widget or other online service that is owned or controlled by White Rabbit that posts or includes a link to these Terms (collectively, the “Services”).
The Services are offered and available to individuals who are twenty-one (21) years of age or older. By using the Services, you represent and warrant to White Rabbit that you are twenty-one (21) years of age or older and are otherwise capable of forming a legally binding contract. By accessing and/or using the Services, you agree to be bound by these Terms and our Privacy Policy. Your use of the Services is also governed by our Privacy Policy. If you do not agree to these Terms or our Privacy Policy, do not access or otherwise use our Services.
1. Intellectual Property
a. Ownership
White Rabbit, or its subsidiaries, affiliates, licensors, or suppliers, own all rights, title, and interest in and to the Services (and all past, present, and future versions), and all copyrights, trademarks, patents, trade secrets, and other intellectual property rights embodied therein, whether or not applied for or registered, including but not limited to the following: names, logos, text, graphics or other artwork, icons, photos, products, digital downloads, sound recordings, audiovisual materials or effects, titles, themes, objects, animations, musical compositions, moral rights, documentation, data compilations, computer code or software, features, “look and feel,” and functionality of the Services, and any compilation of the foregoing (collectively, “White Rabbit Content”). The White Rabbit Content is protected by United States and international laws.
You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another website, app, or other service; or in any way exploit any of the White Rabbit Content, in whole or in part, except as set forth in these Terms, without our prior, written, and specific permission.
b. Our License to You
Subject to your compliance with these Terms, White Rabbit grants to you a limited, revocable, non-exclusive, non-transferrable license to engage in the following activities for non-commercial purposes only:
i. To browse, access, and view the Services and the White Rabbit Content therein that is available to the public;
ii. To link to the Services, provided, however, that your website or any third party websites that link to the Services: (a) must not frame or create a browser or border environment around any of White Rabbit Content or otherwise mirror any part of the Services; (b) must not imply that White Rabbit is endorsing or sponsoring it or its products or services, unless White Rabbit has given it prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in White Rabbit’s sole opinion, harm White Rabbit or its Services; (d) must not use any White Rabbit trademarks without the prior written permission from White Rabbit; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in White Rabbit’s sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Services, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, White Rabbit reserves the right to prohibit linking to the Services for any reason in our sole and absolute discretion even if the linking complies with the requirements described above.
The foregoing license does not include any right to modify, publish, participate in the transfer or sale of, reproduction, or creation of derivative works from the White Rabbit Content or the Services, except as and only to the extent expressly stated above.
You agree that: (a) you will keep intact all copyright and other proprietary notices contained in the White Rabbit Content on any copy you may make of the White Rabbit Content; (b) you will not use the White Rabbit Content in a manner that suggests an association with us or our Services; (c) you will make no modifications to the White Rabbit Content; (d) you will not allow or aid or abet any third party to (whether or not for your benefit): (i) copy or adapt the object code of any Services’ software, HTML, JavaScript or other code; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that the Services use or create to generate its web pages or any software or other products or processes accessible through the Services; and (e) you will not insert any code or product to manipulate the White Rabbit Content in any way that affects any user's experience.
You also agree that you will not (or aid or abet any third party to) engage or attempt to engage in any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services; using manual or automated software or other means to scrape, crawl, spider, or similarly access any portion of the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from our websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); introducing or sending viruses, worms, spyware, malware, or any other kind of harmful code into or through the Services; interfering or attempting to interfere with the proper functioning of or use by others of the Services, including by means of overloading, flooding, spamming, mail bombing, or crashing the Services; or disabling, bypassing, modifying, defeating, violating, removing, impairing, circumventing, or otherwise interfering with digital rights-management technology or other features or technology that limits or prevents use of the Services or the White Rabbit Content therein.
c. No Unsolicited Materials
We welcome comments on our Services, but it is our policy not to accept or consider content, information, ideas, suggestions or other such materials other than those we have specifically requested, to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, White Rabbit does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. You agree that any such materials or ideas transmitted to White Rabbit are licensed by you to White Rabbit without any restrictions on use or obligation to use such materials or ideas, and that you will be entitled to no compensation for such materials or ideas regardless of the extent to which White Rabbit may use such materials or ideas.
d. Copyright and Other Intellectual Property Infringement Claims
In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), White Rabbit has a designated agent for receiving notices of copyright infringement, and we follow the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. 512:
· An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
· An identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
· An identification of the material that you claim is infringing or to be the subject of infringing activity, together with information reasonably sufficient for us to locate the material on the Services;
· Information reasonably sufficient to permit us to contact the complaining party;
· A written 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.
Please send this information to our Copyright Agent:
Copyright Agent
White Rabbit Investments, LLC
952 School Street, #101
Napa, CA 94559
info@whiterabbitwine.com
If you believe that any content on the Services violates your exclusive rights other than copyrights, please provide us at least the following information: (a) your physical or electronic signature; (b) identification of the material that you claim is infringing your exclusive rights and information reasonably sufficient to permit us to locate the material; (c) an explanation of the exclusive rights that you own/have and why the you believe the content infringes those rights, sufficient for us to evaluate the complaint; and (d) accurate contact information for you. Please send your complaint to: info@whiterabbitwine.com.
It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter. We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.
2. White Rabbit Account
You may be required to create an account to use some of the features of the Services. You must keep your password confidential and you are solely responsible for maintaining the confidentiality and security of your account, all changes and updates submitted through your account, and all activities that occur in connection with your account. In creating an account, you represent to us that all information you provide in such process is true, accurate and correct, and that you will update your information as necessary to keep it accurate. You understand you may be required to provide us with certain information documenting your age or merchant status to purchase goods from us. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts except as otherwise authorized by us, or provide or use false information. You agree to notify us immediately of any unauthorized use of your account by contacting us at the information provided below and to change your password. You may not transfer your account to anyone else without our prior written permission.
You agree that all information you provide to register with the Services or otherwise, including but not limited to through the use of any interactive features, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
White Rabbit has the right to disable any account, user name, password, or other identifier, whether chosen by you or provided by White Rabbit, at any time in White Rabbit’s sole discretion for any or no reason, including if, in White Rabbit’s opinion, you have violated any provision of these Terms. If we take this action, we will take reasonable steps to notify you the next time you attempt to access your account. You may deactivate your account at any time.
3. Purchases Through the Services
a. Drink Responsibly
Excessive or irresponsible consumption of alcohol may have personal, social and health consequences. As part of our commitment to responsible consumption, we ensure that communications regarding our products do not show or encourage excessive consumption or misuse of any kind. We are committed to promoting the responsible advertising of our products and encouraging improved advertising standards for our industry as a whole.
b. Transactions Involving Alcohol
Alcoholic beverages (including but not limited to wine and spirits, as applicable; all referred to as “alcoholic beverages”) may only be purchased by consumers who are the legal age in jurisdictions that permit such purchase (“Legal Age”).
Consumers expressly represent and warrant that you are of Legal Age and understand you will be required to (1) confirm your date of birth at checkout; and (2) provide a government-issued photo identification to the delivery person upon delivery of your purchase. Valid forms of identification include but are not limited to: (i) a valid motor vehicle operator’s license, (ii) a passport issued by the U.S. or by a foreign government, or (iii) a valid identification card issued to a member of the Armed Forces that includes a date of birth and a picture, showing your Legal Age.
c. Order Acceptance and Billing
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, per merchant or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors, or that would violate the alcoholic beverage laws, regulations, or advisories of any State.
You agree to provide current, complete, and accurate purchase and account information for all purchases. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
By confirming your purchase at the end of the checkout process, you agree to accept and pay for the item(s). You will not be charged for most orders until the order has shipped. You acknowledge and agree that the (1) shipment courier will require you to provide government-issued photo identification that shows you are of Legal Age upon delivery; and (2) shipment courier reserves the right, at his or her discretion, to refuse delivery and return the item(s) if you do not do so.
d. Pricing & Availability
Prices for our products are subject to change without notice. Pricing errors may occur on the Services. We reserve the right to cancel any orders containing pricing errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from us. You agree that in the event we cannot fulfill a wine order of a particular vintage, we will contact you via email to discuss either (1) substituting a vintage of similar quality and value; or (2) amending your order. We may, at its discretion, either contact you for instructions or cancel your order and notify you of such cancellation. Pricing for products on the Services may differ from pricing for product sold in stores or with other vendors.
Certain products may be available exclusively online or have limited quantities.
We reserve the right, but are not obligated to, limit the sales of our products to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products that we offer. All descriptions of products or product pricing are subject to change at any time without notice, in our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product made on our Services is void where prohibited
e. Title and Risk of Loss
All items purchased through the Services are made pursuant to a shipment contract. The risk of loss and title for such items pass to you upon acceptance of the shipment from the shipment carrier.
f. Refunds & Exchanges
We cannot accept returns of alcoholic beverages. Orders cannot be cancelled after 24 hours or after they have shipped, whichever comes first. Please note some orders ship the same day. Please contact White Rabbit at info@whiterabbitwine.com for assistance.
g. Promotional Codes and Special Offers
White Rabbit may offer promotional codes, discounts, or special offers (“promo codes”). Promo codes can only be redeemed for White Rabbit purchases on the Services. They are not redeemable for cash, cash equivalent, or other consideration. They may not be copied, sold, or otherwise transferred. Consumers may not make promo codes available to the general public without White Rabbit’s express permission. Promo codes are subject to these Terms and any other conditions that we, in our sole discretion, impose on them. Promo codes may only be applied where all required conditions are met. Promo codes are void where prohibited by law.
White Rabbit may, in its sole discretion, offer promo codes with different conditions, features, and different rates to any consumer. Promo codes may be valid only for certain consumers as indicated in the offer. Promo codes may only be used by the intended audience, for the intended purpose, and in a lawful manner.
Promo codes are limited in nature. Unless White Rabbit indicates otherwise, promo codes are only valid for one use, do not apply retroactively to past White Rabbit purchases, and cannot be combined. White Rabbit may disqualify a consumer who does not meet promo code criteria, including but not limited to if White Rabbit has records (e.g., an account, purchase history) that consumer using a “new customer” offer is not qualified. Promo codes are not valid for use after the date indicated in the offer. If your White Rabbit account is cancelled for any or no reason, you may lose any pending, current, or future promo codes without prior notice.
White Rabbit reserves the right in its sole discretion to change or cancel promo codes or change the promo codes’ terms and conditions at any time for any reason without notice. White Rabbit also reserves the right to withhold or deduct credits or benefits obtained through a promo code in the event that White Rabbit determines or believes that the redemption of the promo code was in error, fraudulent, illegal, or in violation of the applicable terms or these Terms. The consumer redeeming the promo code is responsible for paying any applicable sales tax related to the use of such code. White Rabbit has no obligation for payment of any tax in conjunction with the distribution or use of any promo code.
4. Accuracy, Completeness and Timeliness of Information
We do not warrant that information made available on the Services is accurate, complete, reliable, error-free, or current. The material on the Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the material on the Services is at your own risk.
We have made every effort to display as accurately as possible the appearance of our products. We cannot guarantee that your computer monitor’s display of any product’s or asset’s characteristics (such as color) will be accurate.
This Services may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Services at any time, but we have no obligation to update any information on the Services. You agree that it is your responsibility to monitor changes to the Services.
5. Sweepstakes, Contests, and Promotions
Any sweepstakes, contests or other promotions (any, a “Promotion”) that may be offered via the Services may be governed by a separate set of rules that may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the Promotion, use of user generated content, and disclosures about how your personal information may be used. It is your responsibility to read these rules to determine whether or not you want to and are eligible to participate, register and/or enter, and to determine the applicable terms and conditions of the Promotion. By participating in a Promotion, you will be subject to those official rules, and you agree to comply with and abide by such rules and the decisions of the identified sponsor(s).
6. Third Party Links, Services, and Content
There may be links from the Services, or communications you receive from the Services, to third party sites or services. The Services may also include third party content that we do not control, maintain, or endorse. Accessing third party sites, services, or content may require you to leave the Services. We do not control those third party sites, services, or content and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites, services, or content, including, without limitation, their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising therefrom.
7. International Users
Some of the Services are accessible from countries around the world and may contain references to Services that are not available in your country. These references do not imply that we intend to announce such Services in your country. The Services are controlled and offered by us from our facilities in the United States. We make no representations that the Services are appropriate or available for use in other countries. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law. By using our Services or providing us with any information, you fully understand and unambiguously consent to this transfer to, and processing, usage, sharing, and storage of your information in the United States and other jurisdictions, which may have different and in some cases less protective privacy laws than those in your country.
8. Monitoring/Investigations
White Rabbit does not have an obligation to monitor users’ activities on or use of the Services. However, White Rabbit reserves the right to do so for any purpose at any time, with or without notice or liability to you. By using the Services, you irrevocably consent to such investigations.
9. Suspension and Termination
We reserve the right to suspend or terminate your access to all or some of our Services, with or without notice, if we, in our sole discretion, determine that you are in breach of these Terms or have engaged in conduct that we, in our sole discretion, deem inappropriate. We may also suspend or terminate your access to all or some of our Services, with or without notice, for our convenience. You understand that such actions may be taken without any liability whatsoever to you for any suspension or termination.
All provisions of these Terms which by their nature should survive termination, will survive termination of your access to the Services, including without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
If your access to Services is terminated under these Terms, then you agree that you will not attempt to access the Services through use of a different username or otherwise. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions set forth in these Terms without any notice or warning to you.
10. Changes to Terms and Services
We reserve the right to change these Terms at any time without prior notice. When we make changes, the new Terms will be made available via the Services. We may also provide notice to you in other ways, such as through contact information you have provided. Your continued use of any of the Services after the effective date of the revised Terms (or engaging in such other conduct as we may reasonably specify) will constitute your consent to those changes to the fullest extent allowed by applicable law.
We may modify, suspend, or discontinue any aspect of the products or services we offer through the Services (including, the Services as a whole), at any time for any reason, with or without notice to you, including the availability of any Service, any feature, or White Rabbit Content.
11. Your Warranties
You represent and warrant that (i) you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms; (ii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms; and (iii) your activities are lawful in every jurisdiction where you access or use the Services.
12. Indemnification
To the fullest extent permitted by law, you agree to indemnify and hold White Rabbit, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "White Rabbit Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your use of, or inability to use, the Services; (b) your violation of these Terms; (c) your violation of any rights of another party, including other users; or (d) your violation of any applicable laws, rules, or regulations.
We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.
This provision does not require you to indemnify any of the White Rabbit Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided under these Terms. You agree that the provisions in this Section 12 will survive any termination of these Terms or your access to the Services.
13. Our Disclaimer of Warranties
You expressly understand and agree that to the extent permitted by applicable law, your use of the Services is at your sole risk, and the Services are provided on an "as is" and "as available" basis, with all faults. We reserve the right to amend errors and update Service information at any time without prior notice. The White Rabbit Parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement arising from use of the Services.
The White Rabbit Parties make no warranty, representation or condition that: our Services will meet your requirements; your use of our Services will be uninterrupted, timely, secure or error-free; that defects will be corrected; that the Services are free of viruses or other harmful components; or that the materials of the Services are correct, accurate, or reliable.
Any content downloaded from or otherwise accessed through our Services is accessed at your own risk, and you will be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Services, or any other loss that results from accessing such content.
Our Services may be subject to delays, cancellations, and other disruptions. The White Rabbit Parties make no warranty, representation or condition with respect to the Services, including but not limited to, the quality, effectiveness, reputation and other characteristics of the Services.
To the fullest extent permitted by applicable law, the White Rabbit Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, user communications, or personalization settings.
14. Limitations on Liability
a. Disclaimer of Certain Damages
You agree that in no event will the White Rabbit Parties be liable for any loss of profits, revenue or data, indirect, incidental, special, or consequential damages arising out of or in connection with our Services, or damages or costs due to loss of production or use, procurement of substitute services, whether or not you have been advised of the possibility of such damages, arising out of or in connection with these Terms or the Services, on any theory of liability, resulting from: (1) the use or inability to use the Services; (2) the cost of procurement of substitute services; (3) conduct of any third party on or via the Services; or (4) any other matter related to the Services, whether based on warranty, copyright, contract, or any other legal theory.
b. Cap on Liability
To the fullest extent permitted by applicable law, under no circumstances will the White Rabbit Parties be liable to you for more than fifty U.S. dollars (US$50.00). The foregoing cap on liability will not apply to liability of a White Rabbit Party for any injury caused by a White Rabbit Party's fraud or fraudulent misrepresentation.
You agree that in the event you incur any damages, losses or injuries that arise out of White Rabbit’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any Service, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any Service owned or controlled by the White Rabbit Parties, provided that nothing in these Terms will restrict a California resident’s right under applicable law (if any) to seek public injunctive relief otherwise in accordance with the Arbitration Agreement set out below.
By accessing a Service, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of Section 1542 of the Civil Code of California, and any similar law of any state or territory, which provides as follows: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
c. Basis of the Bargain
The limitations of damages set forth above are fundamental elements of the basis of the bargain between White Rabbit and you.
15. BINDING ARBITRATION (“Arbitration Agreement”)
a. Applicability of Arbitration Agreement
You agree that any dispute or claim relating in any way to your access or use of the Services, to these Terms, or to any aspect of your relationship with White Rabbit, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or the White Rabbit Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of this Arbitration Agreement.
You agree in advance that you will not participate in or seek to recover monetary or other relief in any lawsuit filed against the White Rabbit Parties alleging class, collective, and/or representative claims on your behalf. Instead, by agreeing to arbitration, you may bring your claims against the White Rabbit Parties in an individual arbitration proceeding (except for any Batch Arbitration, as described below). If successful on such claims, you could be awarded money or other relief by an arbitrator. You acknowledge that you have been advised that you may consult with an attorney in deciding whether to accept these terms, including this Arbitration Agreement.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Process
To initiate a claim, you agree to first send a letter describing your claim in detail, including your name and contact information, your legal claim, the specific facts giving rise to your claim (including the date(s) and amount(s) of any relevant transaction or interaction with us), and the requested relief) to us at White Rabbit Investments, LLC, 952 School Street, #101, Napa CA 94559, Attn: Legal. You and we agree to attempt in good faith to negotiate an informal resolution of your claim. If a resolution is not reached within thirty (30) days, you may commence an arbitration action as set forth herein. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, will be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The arbitration may be held remotely by any means permitted by the applicable rules, or in person in Napa County, California, or at another mutually agreed location. White Rabbit will be entitled to make an offer of judgment in the arbitration proceeding. If the offer of judgment is not accepted, and the award is not more favorable than the unaccepted offer, you will be solely responsible for all costs incurred by White Rabbit after the offer of judgment is made to the extent permitted by applicable law. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
c. Fees
If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, White Rabbit will pay them for you. If the arbitrator determines the claims are frivolous, you agree to pay White Rabbit’s attorneys’ fees and costs in the arbitration, to the extent permitted by applicable law.
d. Authority of Arbitrator
The arbitrator, and not any federal, state or local court or agency will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and White Rabbit. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
e. Waiver of Jury Trial
You and White Rabbit hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and White Rabbit are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
f. Waiver of Class or Consolidated Actions
Except with respect to Batch Arbitration (as defined below), all claims and disputes within the scope of this Arbitration Agreement must be arbitrated on an individual basis and not on a class basis, only individual relief is available, and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Section 16.
You and White Rabbit agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against White Rabbit within an approximately thirty-day period (or otherwise in close proximity), regardless of the state(s) in which such claims are filed, JAMS will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that – in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration – (s)he may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a “Batch Arbitration”). You and White Rabbit agree (1) to work with JAMS in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (2) that requests for arbitration are of a “similar nature” if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section.
g. 30-Day Right to Opt Out
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: White Rabbit Investments, LLC, 952 School Street, #101, Napa CA 94559, Attn: Legal, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used with us (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
h. Severability
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
i. Survival of Agreement
This Arbitration Agreement will survive the termination of your relationship with White Rabbit.
j. Modification
Notwithstanding any provision in these Terms to the contrary, we agree that if White Rabbit makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to White Rabbit.
16. Exclusive Venue
To the extent the parties are permitted to initiate litigation in a court, both you and White Rabbit agree that all claims and disputes arising out of or related to these Terms will be litigated exclusively in the state or federal courts located in Napa County, California.
17. Governing Law
These Terms and any action related to them will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
18. General Provisions
a. Electronic Communications
The communications between you and us use electronic means, whether you visit the Services or send us emails or other electronic communications, or whether we post notices on the Services or communicate with you via email or other electronic communications. You (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that White Rabbit provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hard-copy writing. The foregoing does not affect your statutory rights.
b. Assignment
These Terms, and your rights and obligations thereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. White Rabbit may assign its rights and duties under these Terms to any party at any time without any notice to you.
c. Force Majeure
White Rabbit will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, epidemic, pandemic, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
d. Contact Us
If you have any questions or complaints with respect to the Services, please contact us at: info@whiterabbitwine.com.
e. Waiver
Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
f. Severability
If any portion of these Terms is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
g. Entire Agreement
These Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. As used in these Terms, "including" means "including without limitation."