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LAST BUBBLES WEBSITE TERMS & CONDITIONS

Updated as of June 12th, 2024

Welcome, and thank you for your interest in our website at lastbubbles.com (the "Website"). Last Bubbles ("Last Bubbles," "We," "Our," or "Us") operates the Website, along with our related websites, hosted services, and other services provided by us (collectively, with the Website, the "Service"). These Terms and Condition are a legally binding contract between you and Last Bubbles regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY (TOGETHER, THESE "TERMS"). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY US AND BY YOU TO BE BOUND BY THESE TERMS.

ELIGIBILITY NOTICE. YOU MUST BE AT LEAST 21 YEARS OLD TO USE THE SERVICE. BY USING THE WEBSITE AND/OR OTHERWISE USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 21 YEARS OLD, AND THAT THE PERSON TO WHOM WINE WILL BE DELIVERED IS ALSO AT LEAST 21 YEARS OLD.

ARBITRATION NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 18, YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND LAST BUBBLES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

You affirm that you are legally able to use this Website and Service, and to form a binding contract, in the jurisdiction in which you reside.

You further acknowledge that laws may differ by country, state, or local jurisdiction, related to the importation of alcoholic beverages, you accept responsibility that you are in compliance with all applicable laws before making further use of the Service. We make no representation as to the legal rights of anyone to deliver or import any alcoholic beverages or other goods into any state.

If you cannot agree to these Terms and Conditions, you must not access the Website and/or otherwise use the Service, and discontinue further use.

You accept and agree that the products or features available through this Service may be subject to additional terms and conditions.

1. Service Overview. The Website and Service provides an online platform for the purchase of bottle(s) of wine and related items ("Wine").

2. Eligibility. You must be at least 21 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (1) you are at least 21 years old; (2) you have not previously been suspended or removed from the Service; and (3) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts and Registration. To access most features of the Service, you must register for an account on the Service ("Account"). When you register for an Account, you may be required to provide Us with some information about yourself, including your name and email address. You agree that all information you provide to Us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your Account and password, and you accept responsibility for all activities that occur under your Account. If you believe that your Account is no longer secure, then you should immediately notify us at cheers@lastbubbles.com.

4. Terms of Sale. By placing an order for such products and services, you agree to be bound by and accept these terms and conditions. If you do not agree to these terms and conditions, you should not obtain products or services from Us and/or otherwise through the Website and/or Service.

4.1. Order Acceptance and Cancellation. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept, decline, or limit your order for any reason, whether or not charges have been processed. If your payment account has been charged and your order is canceled you will receive a prompt refund.

4.1.2. Once an order has been placed, it cannot be cancelled unless unavoidably delayed. In this case, we will do our best to cancel the order if requested.

4.1.3. You also agree that any alcohol purchased from us is intended for personal consumption and not for resale.

4.2. Title, Ownership and Delivery. Title to and ownership of Wine will pass from Us to you in California upon full payment of the purchase price. Wine is deemed delivered to you in California, except Wine that is delivered pursuant to a direct shipping permit as further described in Section 4.4 Taxes and Shipping.

4.3. Fees and Charges. Payments for products and services are processed by Our trusted third party payment processor, you will be required to provide certain data including your preferred payment method to Our payment processor, and you will be required to accept the Terms and Conditions of their services at that time. The payment account you create will incur fees for the provision of these services, which shall be charged at published rates, or according to Our policies.

4.3.2. Terms. Terms of payment are as published. Payment must be received, by Our designated payment processor, sufficient to fund your purchase of all ordered products and/or services.

4.3.3. Representations. In processing payment through Our third party payment processor, you affirm that (1) the payment information you supply is true, correct and complete; (2) charges incurred by you will be honored by your credit card company; and (3) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, (4) chargebacks shall not be initiated without first contacting Us to rectify and issues regarding your transactions.

4.4 Taxes and Shipping. Depending on the delivery address, some Wine will be shipped pursuant to direct shipping permits issued by the applicable state (“Direct Shipper States”) and will require the collection and remittance of taxes according to each Direct Shipper State’s requirements. Except for these Direct Shipper States and purchases being delivered to an international address, California sales tax will be charged on all purchases. Direct Shipper States are subject to change and applicable states and their corresponding tax rates will be identified at the time of checkout.

4.5. Pick Up or Shipment of Wine. For Direct Shipper States, you may elect to have your wine shipped to you. We contract with common carriers and fulfillment providers to facilitate these shipments and terms of shipment are subject to change at any time. You take all responsibility for Wine being transported from California to your selected destination.

4.6. Shipping Costs. Costs for all shipping, including Direct Shipper States, are subject to the rates provided by common carriers and fulfilment providers, and will be provided at checkout.

4.7. Changes in Products and Pricing. We are constantly updating and revising our offerings of products and services, and we may discontinue products and services at any time without notice. To the extent that we provide information on availability of products or services, you should not rely on such information, and we will not be liable for any lack of availability of products or services that you may order through our site. All pricing for the products and services available on our site is subject to change. For all of our prices and products, we reserve the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances.

4.8. Gift Cards. We may allow you to purchase and use Gift Cards on the Service. You acknowledge and agree that We will not be responsible or have any liability to you if your Gift Card is lost, stolen, destroyed or used without your permission. We do not charge any issuance, activation, dormancy, inactivity, or usage fees in connection with Gift Cards. Gift Cards have no expiration date, nor does the value on Gift Cards ever expire. We may terminate these Terms if We determine that you are associated with any fraudulent or unauthorized use of any Gift Card or if you have violated any applicable term.

4.9. Gift Card Limitations. You may not be able to use your Gift Card credits toward certain goods, services or transactions (including the purchase of other Gift Cards), as determined in our sole discretion. Gift Cards may only be used on the Service, and cannot be redeemed for cash, resold or transferred for value (except where permitted by law). Any unused balance on your Gift Card may not be transferred. We reserve the right not to accept any Gift Card or otherwise limit the use of Gift Card credits if We reasonably believe that the use is unauthorized, fraudulent or otherwise unlawful. In the event We suspect you have obtained a Gift Card through illegal or fraudulent means, We reserve the right to suspend or terminate your Account and cancel any purchase order or charge you have made, including those made via another payment method. Please contact Us immediately at cheers@lastbubbles.com if your Gift Card is lost, stolen, or used without your permission.

4.10. Gift Card Risk of Loss. You should treat Gift Cards like cash. Once We electronically transmit a Gift Card to your designated email address, the risk of loss and title for the Gift Card passes to you or the intended recipient (as applicable).

4.11. Promotion Codes. You may be able to use promotional codes ("Promo Codes") issued by Last Bubbles on the Service. We reserve the right not to accept any Promo Code or otherwise limit the use of Promo Codes if We reasonably believe that the use is unauthorized, fraudulent or otherwise unlawful. In the event We suspect you have used a Promo Code in a fraudulent manner or obtained a Promo Code through illegal or fraudulent means, We reserve the right to suspend or terminate your Account and cancel any purchase order or charge you have made, including those made via another payment method.

5. Licenses

5.1. Limited License. Subject to your complete and ongoing compliance with these Terms, We grant you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (1) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; (2) access and use the Service; and (3) to create a hyperlink to the Website.

5.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (1) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (2) make modifications to the Service; (3) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (4) create any links to the Service that portray Us or the Service in a false, misleading, derogatory, or otherwise offensive manner; (5) resale or use the Service for commercial purposes; (6) collect or use any product or service listings, descriptions, or prices except as expressly permitted herein; (7) download or copy any account information for the benefit of another merchant or service provider; or (8) use any data mining, robots, or similar data gathering and extraction tools. If you are prohibited under applicable law from using the Service, then you may not use it.

5.3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant Us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

6. Ownership.

6.1. Property Rights. The Service is owned and operated by Us. The visual interfaces, graphics, design, logos, slogans, trade dress, audio and video clips, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Us ("Materials") are protected by intellectual property and other laws. All Materials included in the Service are the property of Us or its third-party licensors, except for any third-party trademarks or other intellectual property displayed on the Service ("Third-Party Marks"). Third-Party Marks are used for reference only and are the property of their respective owners. Except as expressly authorized by Us, you may not make use of the Materials. There are no implied licenses in these Terms and We reserve all rights to the Materials not granted expressly in these Terms. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of Us or use any metatags or any other "hidden text" utilizing any of the names of Us.

6.2. Copyright Infringement. If you believe your work has been copied in a way that constitutes copyright infringement, please provide a notice containing all of the following information to Us: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) A description of the copyrighted work that you claim has been infringed; (3) A description of where the material claimed to infringe is located on the Site; (4) Your address, telephone number, and e-mail address; (5) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) 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.

7. Third-Party Terms.

7.1. Third-Party Services and Linked Websites. We may provide tools through the Service that enable you to export information to third-party services, including through features that allow you to link your Account with an account on the third-party service. You hereby authorize Us to transfer such information to the applicable third-party service. Third-party services are not under Our control, and, to the fullest extent permitted by law, We are not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Our control, and We are not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services. Once sharing occurs, We will have no control over the information that has been shared.

7.2. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

8. Communications.

8.1. Email. We may send you emails concerning Our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

8.2. SMS. Users may opt into SMS/ MMS text messaging to receive both marketing and transactional communications. You can opt out of receiving these messages at any time by replying "STOP".

9. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes, and note that in some cases We may provide you notice of changes via email. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

10. Accessing the Website and Account Security.

10.1. We reserve the right to withdraw or amend this Website, and any service or material We provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

10.2. You are responsible for:

10.2.1. Making all arrangements necessary for you to have access to the Website.
10.2.2. Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
10.2.3. To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with Us, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with Our Privacy Policy.
10.2.4. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user security information.
10.2.5. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

11. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:

11.1. Use the Service for any illegal purpose or in violation of any local, state, national, or international law;

11.2. Violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

11.3. Access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Us;

11.4. Interfere with security-related features of the Service, including by: (1) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (2) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

11.5. Interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (1) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (2) making any unsolicited offer or advertisement to another user of the Service; (3) collecting personal information about another user or third party without consent; or (4) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

11.6. Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;

11.7. Sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 8) or any right or ability to view, access, or use any Materials; or

11.8. Attempt to do any of the acts described in this Section 11 or assist or permit any person in engaging in any of the acts described in this Section 11.

12. No Responsibility to Sell Mispriced Products or Services. Last Bubbles shall have the right to refuse or cancel any orders placed for products and/or services listed at an incorrect price, rebate or refund, or containing any other incorrect information or typographical errors. Last Bubbles shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Last Bubbles shall issue a credit to your credit card account in the amount of the charge or offer a store credit.

13. Reliance on Information Posted.

13.1. We do not warrant the accuracy, completeness or usefulness of any information or postings provided. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

13.2. To the extent this Website and Service includes content provided by third parties, site users, and other third-party licensors. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided.

14. Term, Termination, and Modification of the Service.

14.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in 14.

14.2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, We may, at its sole discretion, terminate these Terms or your Account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your Account and these Terms at any time by contacting customer service at cheers@lastbubbles.com.

14.3. Effect of Termination. Upon termination of these Terms: (1) your license rights will terminate and you must immediately cease all use of the Service; (2) you will no longer be authorized to access your Account; (3) you must pay Us any unpaid amount that was due prior to termination; and (4) all payment obligations accrued prior to termination, all definitions, and Sections 5, 6, 7, 14, and 15-22 will survive. If your Account has been terminated for a breach of these Terms, then you are prohibited from creating a new Account using a different name, email address or other forms of Account verification.

14.4. Modification of the Service. We reserve the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Except as otherwise stated in these Terms, We will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

15. Confidentiality. You agree to maintain the confidentiality of non-public confidential information shared between you and Us, including any proprietary information disclosed by Last Bubbles to you that is in written, graphic, or other tangible form. Confidential information includes any information disclosed by Us to you regarding your Account, Wine, Auctions, correspondences between you and Us, or other non-public information about the Service.

16. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Us, Our affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, "The Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

17. Disclaimer of Warranties.

17.1. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

17.2. YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

17.3. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

17.4. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

18. Limitation of Liability.

18.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL “THE ENTITIES” BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, INCLUDING WALLET AND GIFT CARDS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

18.2. EXCEPT AS PROVIDED IN SECTIONS 20.5 AND 20.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF “THE ENTITIES” TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, INCLUDING THE WALLET AND GIFT CARDS, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO US FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (2) US$100. IN THE EVENT YOUR GIFT CARD IS NOT FUNCTIONAL, YOUR SOLE REMEDY SHALL BE THE REPLACEMENT OF SUCH GIFT CARD.

18.3. YOU, AND YOUR HEIRS, AGENTS, SUCCESSORS AND ASSIGNEES, GENERALLY AND SPECIFICALLY WAIVE AND RELEASE, AND FOREVER DISCHARGE “THE ENTITIES” FROM ANY AND ALL CLAIMS, RIGHTS, DEMANDS AND CAUSES OF ACTIONS AND SUITS, OF WHATEVER KIND OR NATURE, INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON OUR NEGLIGENCE, WHETHER IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHICH YOU MAY CLAIM TO HAVE WITH RESPECT TO AND/OR ARISING OUT OF, OR IN CONNECTION WITH ANY CHALLENGE TO THE TITLE TO ANY GOODS PURCHASED, THE SALE ITSELF, ANY LOT BID UPON OR CONSIGNED, AND/OR THE AUCTION. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER AND RELEASE SHALL BE EFFECTIVE AS A BAR TO EACH AND EVERY CLAIM, DEMAND, CAUSE OF ACTION AND SUIT THAT MAY ARISE HEREUNDER OR BE RELATED TO AN AUCTION, AND YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED UPON YOU BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS IN FULL AS FOLLOWS:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY THEM, WOULD HAVE MATERIALLY AFFECTED THEIR SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

18.4. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Governing Law and Jurisdiction. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Us submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

20. Dispute Resolution and Arbitration. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND US ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

20.1. Generally. Except as described in Section 20.2 and 20.3, you and Us agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

20.2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (3) seek injunctive relief in a court of law in aid of arbitration; or (4) to file suit in a court of law to address an intellectual property infringement claim.

20.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section within 30 days after the date that you agree to these Terms by sending a letter to New Last Bottle, Inc., Attention: Legal Department – Arbitration Opt-Out, 255 Lombard Rd, American Canyon, CA 94503 that specifies: your full legal name, the email address associated with your Account, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once We receive your Opt-Out Notice, this Section 20 will be void and any action arising out of these Terms will be resolved as set forth in Section 19. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

20.4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, "JAMS Rules") as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267 or by contacting Us.

20.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (Notice of Arbitration"). Our address for Notice is: New Last Bottle, Inc., 255 Lombard Rd, American Canyon, CA 94503. The Notice of Arbitration must: (1) identify the name or account number of the party making the claim; (2) describe the nature and basis of the claim or dispute; and (3) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Us may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, We will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

20.6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a telephonic or video hearing; or (3) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

20.7. Arbitration Relief. Except as provided in Section 20.8, the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Us before an arbitrator was selected, We will pay to you the higher of: (1) the amount awarded by the arbitrator and (2) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

20.8. No Class Actions. YOU AND US AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and US agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

20.9. Modifications to this Arbitration Provision. If We make any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Our address for Notice of Arbitration, in which case your Account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

20.10. Enforceability. If Section 20.8 or the entirety of this Section 20 is found to be unenforceable, or if We receive an Opt-Out Notice from you, then the entirety of this Section 20 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19 will govern any action arising out of or related to these Terms.

21. Miscellaneous.

21.1. General Terms. These Terms, including the Privacy Policy and any Additional Terms (defined below), and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Us regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

21.2. Privacy Policy. Please read Our Privacy Policy (the "Privacy Policy") carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

21.3. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

21.4. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

21.5. Territory. The Service may be viewed in the United States and elsewhere, and contains references to products or services not available in all states or countries. References to a particular product or service do not imply that We intend to make such products or services available in all states, countries or other jurisdictions, and nothing on the Service will constitute an offer of any products or services in any jurisdiction, or to any person or entity, if the offer or provision of the products or services would be contrary to applicable law.

21.6. Last Bubbles Information. The Service is offered by New Last Bottle, Inc., located at 255 Lombard Rd, American Canyon, CA 94503. You may contact us by sending correspondence to that address or by emailing us at cheers@lastbubbles.com.

21.7. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

21.8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies

21.9. Notice Regarding Apple. This Section 22 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Us only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

21.10. Drink Responsibly. Excessive or irresponsible consumption of alcohol may have personal, social or health consequences. As part of its 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 the industry as a whole.

21.11. Invite Policy. Through the Last Bubbles Sparkling Society you may invite family and friends to our site as a way to promote the site and earn referral points. Sweet!  However, please refrain from opening multiple accounts to acquire referral points. By participating in this program you agree to refrain from sending multiple orders to the same address under different accounts to acquire points— one invite per address.  You agree that you will not open multiple accounts using the same credit card but different names. If we find a customer has done any of this, all associated orders will be canceled and the accounts will be banned. We retain final judgment on all orders and will cancel any if we feel the system is being abused.

21.12. Shipping Insurance. Last Bubbles offers convenient shipping insurance at checkout for protection against bottles broken or lost in transit, and all types of spoilage other than heat damage for packages shipped during the summer. Heat-damaged wines are not eligible for refund or store-credit. We recommend that you take advantage of our convenient summer shipping solutions, including the Weather Hold, ice-packs, and expedited shipping. To file a claim, please email us at cheers@lastbubbles.com.

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If you have any questions about the security of our website, please feel free to contact us at cheers@lastbubbles.com.