Last Modified: September 1, 2020
Section 1: Overview
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS AND CONDITIONS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY PLACING AN ORDER FOR GOODS, PRODUCTS OR SERVICES THROUGH THE SERVICE, AS SUCH TERM IS DEFINED IN THE TERMS OF USE, FOUND AT https://jtcoffee.com/pages/terms-of-use, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN GOODS, PRODUCTS OR SERVICES THROUGH SUCH SERVICE IF YOU (A) DO NOT AGREE TO THESE TERMS AND CONDITIONS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH JOSHUA TREE COFFEE COMPANY, LP, A DELAWARE LIMITED PARTNERSHIP, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICE OR ANY OF ITS CONTENTS, GOODS, PRODUCTS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms of Sale”) apply to the purchase and sale of goods, products and services, directly and indirectly, through the Service, as such term is defined in the Terms of Use. These Terms of Sale are subject to amendment, modification, or other changes we may make without prior written notice at any time, in our sole discretion. The latest version of these Terms of Sale will be posted on the Service, and you should review these Terms of Sale before purchasing any good, product or service that is available through the Service. Your continued use of the Service after a posted change in these Terms of Sale will constitute your acceptance of and agreement to such changes.
These Terms of Sale are an integral part of the Terms of Use that apply generally to your access to and use of the Service. You should also carefully review our Privacy Policy, found at https://jtcoffee.com/pages/privacy-policy, before placing an order for goods, products or services through the Service (see Section 7).To the extent there is any conflict between the provisions in these Terms of Sale and the provisions contained in the Terms of Use or the Privacy Policy, the applicable terms and provisions contained in these Terms of Sale will control. Otherwise, such provisions will be considered cumulative. Unless otherwise indicated, capitalized terms used in these Terms of Sale and not otherwise defined herein will have the meanings assigned to them in the Terms of Use.
Section 2: Subscriptions and Promotions
(a) Subscriptions. We offer a variety of subscription plans (each, a “Subscription”) for recurring shipments of certain of our goods, products and services.
(b) Recurring Subscriptions. By registering for or purchasing a Subscription, you expressly acknowledge and agree that (a) so long as your Subscription continues, we (and/or our third-party payment processor) are permitted to charge you at the Subscription frequency that you have selected (plus the related taxes, fees and other charges), and (b) your Subscription is continuous and automatically renews unless (1) you cancel it in accordance with the subsequent paragraph of this Section 2, or (2) we suspend or cancel it, or we otherwise suspend or terminate your account or your access to or use of the Service.
(c) Modification and Cancellation. You may modify or cancel your Subscription by (i) indicating that you wish to modify or cancel your Subscription via email to support@jtcoffee.com and following and completing any instructions that we send you in response, or (ii) logging into your account and making your desired modifications or selecting the cancellation option (if made available to you), and following the subsequent instructions, if any. For the avoidance of doubt, you acknowledge and agree that the modification and/or cancellation option in clause (i) may be the only option available to you. If you modify or cancel your Subscription, final processing of such modification or cancellation may take up to 5 business days in the case of clause (i) above and two business days in the case of clause (ii). Accordingly, unless we agree otherwise, any product for which the delivery process has been initiated (or for which the delivery process is initiated during the foregoing modification or cancellation process) pursuant to a Subscription cannot be modified or cancelled, and you will be accountable in full for all associated charges (including, without limitation, the related products, taxes, fees and other charges) occurring prior to our final processing of your modification(s) or cancellation.
(d) Subscription Information. You represent and warrant that you are authorized to use the credit card or other payment method you provided (and/or such payment method as is provided in your account) and that we are permitted (and/or our third-party payment processor) to charge any such payment method for both the initial amounts related to your purchase of a Subscription (an “Initial Order”) and any future renewal amounts related to such Initial Order (each, a “Subsequent Order”), plus the related taxes, fees and other charges. In the event your payment method cannot be verified, is invalid or is otherwise unacceptable to us or our third-party payment processor, your Initial Order and/or any Subsequent Order (including the product and/or service or the products and/or services making up either of the foregoing) may be delayed, suspended or cancelled, as we solely determine. Consequently, in order to receive any goods, products or services associated with an Initial Order and/or any Subsequent Order, you must first address and resolve any problems we or our third-party payment processors experience in processing it. You may update or change the payment information related to your account by logging into your account and making the desired adjustments to your payment or billing details.
Whether due to our Promotions (as defined below), changes to your Subscription or changes in taxes, delivery or other charges, you acknowledge and agree that the amount we charge may vary, and we are permitted (and/or our third-party payment processor) to charge your payment method for the applicable amount(s).
(e) Promotions. We may, from time to time in our sole discretion, offer certain promotional codes for discounts and/or free trials of certain goods, products and services and/or subscriptions for stated time periods (each, a “Promotion”). Promotions are non-transferable and are not redeemable for cash, credit, or toward previous purchases. The Promotion must be redeemed at the time of checkout, unless otherwise advertised, and cannot retroactively be applied to a Purchase (as defined below). There is no cash alternative. Furthermore, Promotions cannot be used in conjunction with any other offer or promotional discount, and must be redeemed by the date published, if provided. Lost Promotions cannot be replaced and will be limited to one per customer. Promotions are void where prohibited. Any Promotion may be terminated or modified at any time in our sole discretion, with or without notice.
(f) Changes to Goods, Products and Services. From time to time, we may make changes to our goods, products and services, including without limitation, changes to a product’s green coffee origin, and alterations in blend, formulation, packaging, or other characteristics. Regardless of any such change(s), your Subscription will continue as it otherwise would have except that the product or products will be replaced with the altered product or products. No separate notification of any such change(s) will be provided prior to (or following) processing and shipping a Subsequent Order reflecting the change(s) to any affected good, product or service. You will continue to receive such altered good, product or service in future Subsequent Orders until (a) such good, product or service experiences additional change(s), if applicable, (b) your Subscription is modified or cancelled as provided herein, or (c) your access to or use of the Service is suspended or terminated.
Section 3: Other Terms of Sale
The following terms apply to any order via the Service of our goods, products and services, whether by way of an Initial Order, Subsequent Order, one-time purchase, any combination thereof, or otherwise (plus the related taxes, fees and other charges) (individually or collectively, as applicable, a “Purchase”).
(a) Descriptions. We attempt to make the Service thorough, accurate, intuitive, and helpful. Nonetheless, there may be times when certain information contained on the Service may be incorrect, incomplete, inaccurate, or appear inaccurate because of the browser, hardware, or other technology that you use. We apologize in advance for any issues that may result in an incorrect price, inaccurate description, item unavailability or otherwise. We reserve the right to correct errors (whether by changing information on the Service or by informing you of the error(s) and giving you an opportunity to modify or cancel your Purchase) or to update good, product or service information at any time, with or without notice.
(b) Availability and Pricing. Notwithstanding anything to the contrary in these Terms of Sale, goods, products and services are subject to availability, and we expressly reserve the right, with or without notice, to reject any Purchase, discontinue offering certain goods, products or services, change the prices, sizes and available goods, products and services at any time; provided, however, that we will make commercially reasonable efforts to notify you in advance of any material change (excluding changes in any related shipping and handling or taxes) to the prices, sizes or availability affecting goods, products or services in your Subscription. Notwithstanding the foregoing sentence, such material changes (which do not affect our right to reject or discontinue offering certain goods, products and services) will not affect goods, products and services that both: (a) have already been fully paid for as of the date of such notice; and (b) have an originally scheduled delivery date no later than three days following the date of such notice. Quantities of some goods, products and services may be limited and stock cannot always be guaranteed. Unless we agree otherwise, goods, products and services offered for sale on the Service are for sale only in the United States, all prices are quoted in U.S. dollars, and related taxes and other charges are additional. We may occasionally make errors in the stated sizes and/or prices on the Service. If the correct size and/or price of a goods, product or service is smaller and/or higher, as applicable, than the listed size and/or price, we will, in our discretion, either confirm the correct size and/or price with you or cancel your order and notify you of such cancellation.
(c) Purchases. The display of goods, products and services on the Service invites you to make us an offer to purchase the goods, products and services. Your order is an offer to purchase the applicable goods, products and services, which we accept only by shipping or otherwise delivering the goods, products and services ordered. Any confirmation that you receive after placing an order does not constitute an acceptance of your offer, and is subject to change before shipment or delivery in the event of inaccuracies, errors, good, product and services unavailability, or for any other reason we deem necessary, in our sole discretion.
(d) Purchases Generally. We have the right to refuse or limit any Purchase, limit quantities, and Subscriptions. Consequently, we may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include any Purchase placed by or under the same user account, the same payment method, and/or any Purchase that uses the same billing and/or shipping address. In the event that we make a change to or cancel a Purchase (or any portion thereof), we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the Purchase was made. We reserve the right to limit or prohibit any Purchase that, in our sole judgment, appears to be placed by a dealer, reseller or distributor, either directly or indirectly. We will not be liable if a good, product or service is unavailable or if shipment is delayed or cancelled. Each Purchase is non-cancelable; we may grant or deny cancellation requests for an individual Purchase in our sole discretion; provided, however, that the foregoing will not apply to Subsequent Orders, the cancellation of which is subject to Section 2 above. We reserve the right to fulfill any Purchase with substituted or altered goods, products or services as we deem appropriate; provided, however, that certain of such substitutes or alterations may require our prior notification.
(e) Payment. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of any Purchase. Unless otherwise agreed to by us in writing, we accept only the payment methods listed on the Service for all Purchases. You represent and warrant that (i) the payment and/or credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such payment method and/or credit card for the Purchase, (iii) charges incurred by you will be honored by your credit card company (or other relevant third party), and (iv) you will pay charges incurred by you at the posted prices, including all applicable charges, shipping and handling, and taxes, if any. You authorize us (and/or our third-party payment processor) to charge your payment method for all Purchases you make, including regularly for any Subsequent Order. For any Subsequent Order, we may charge your payment method up to one week in advance of the associated estimated shipment date. The bank issuing your credit card may control when to release funds in the case of an order cancellation or refund. We reserve the right to use the payment information you provide us in connection with any payment to provide better service to you should you wish to use our Service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon: (a) you providing complete personal, transaction and any other information needed, (b) authorization of the payment by your credit or debit card company (or other third party), and (c) our acceptance of your payment. You may cancel your payment prior to your final submission of it to us. We may, in our sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. We may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (i) if you attempt to access or use the goods, products and services or the Service in breach of any applicable law or regulation, including the applicable card network rules or regulations; (ii) if you attempt to access or use, or actually access or use any of the goods, products and services or the Service in breach of these Terms of Sale; (iii) if we suspect fraudulent, unlawful or improper activity regarding a payment; (iv) if we suspect or detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (v) failure to cooperate in an investigation or provide additional information when requested.
(f) Transfer of Title; Rick of Loss/Damage. Title to and the risk of loss/damage of all goods, products and services passes from us to you at the earliest of the time (i) we deliver such goods, products or services to the common carrier for shipment, (ii) you or a third party you delegate directly retrieves such goods, products or services from us at our primary place of business or another location of our choosing, or (iii) that such goods, products or services have been delivered to the address specified on your Purchase.
(g) Taxes. Stated prices do not include any customs duties, sales, use, value-added, excise, federal, state, local or other taxes. You are solely responsible for the payment of such taxes related to your Purchase. We have the right to charge you for any taxes that we believe we are required to pay or collect related to your Purchase.
(h) Gift Certificates. Gift certificates will expire or decline in value, or not, in accordance with the laws of the purchaser’s location at the time of purchase.
Section 4: WARRANTIES
(a) No Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY, OUR GOODS, PRODUCTS AND SERVICES ARE PROVIDED “AS AVAILABLE” AND “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY GOODS, PRODUCTS OR SERVICES WILL BE IN STOCK, SAFE, DEFECT-FREE, CONFORM WITH WRITTEN OR ORAL SPECIFICATIONS, GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES, OR THAT GOODS, PRODUCTS AND SERVICES WILL NOT BE LOST OR DAMAGED IN SHIPMENT. THIS PROVISION IS NOT INTENDED TO DISCLAIM LIABILITY THAT WE MAY NOT DISCLAIM UNDER APPLICABLE LAW.
(b) Third-Party Materials. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY OTHER GOOD, PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF GOODS, PRODUCTS OR SERVICES. WE WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
(c) Limitation of Liability. THE REMEDIES DESCRIBED HEREIN ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THESE TERMS OF SALE. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE GOOD, PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SERVICE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
(d) What can you do in case of a dispute with us?. The informal dispute resolution procedure detailed in Section 10 is available to you if you believe that we have not performed our obligations under these Terms of Sale.
Section 5: Goods Not for Resale or Export
You agree to comply with all applicable laws and regulations of the various states and of the United States, including all Export Regulations, as defined below. You represent and warrant that you are buying goods, products or services from the Service for your own personal or household use only, and not for resale or export. Goods, products and services purchased from the Service may be controlled for export purposes by export regulations, including but not limited to, the Export Control Reform Act of 2018 (ECRA) (Title XVII, Subtitle B of Pub. L. No. 115-232), the Export Administration Regulations (15 C.F.R. 768-799) for which ECRA is permanent statutory authority, the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, “Export Regulations”).
Section 6: Intellectual Property Use and Ownership
You acknowledge and agree that the Company and its licensor(s) are and will remain the sole and exclusive owners of all intellectual property rights in and to each good, product and service made available on the Service and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the goods, products or services made available through the Service, or of any intellectual property rights relating to those goods, products or services. For the avoidance of doubt, you are subject to additional acknowledgements, restrictions and agreements related to intellectual property on the Service under the Terms of Use.
Section 7: Privacy
We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of goods, products or services through the Service.
Section 8: Force Majeure
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Sale, for any failure or delay in our performance under these Terms of Sale when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Section 9: Governing Law and Jurisdiction
All matters relating to the these Terms of Sale, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
The parties acknowledge that these Terms of Sale evidence one or more transactions involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Terms of Sale will be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
Section 10: Disputes; Arbitration; Waiver
(a) Dispute Resolution. You agree that any dispute that has arisen or may arise between you and the Company relating in any way to your Purchase of any good, product or service through the Service, any breach, enforcement, or termination of these Terms of Sale, or otherwise relating to the Company in any way (collectively, “Covered Matters”) will be resolved in accordance with the provisions described herein. If you have any dispute with us, you agree that before taking any formal action, you will contact us at legal@jtcoffee.com, provide a brief, written description of the dispute and your contact information (including your basic account information, if your dispute relates to an account) and allow forty-five (45) days to pass, during which we will attempt to reach an amicable resolution of any issue (“Informal Resolution”).
(b) Covered Period. Any cause of action or claim you may have arising out of or relating to these Terms of Sale or the Service must be commenced within 1 year after the cause of action originally accrues; otherwise, such cause of action or claim is permanently barred.
(c) Arbitration Agreement.
(i) Applicability. To the extent that the foregoing Informal Resolution process is unsuccessful, you and we agree that any dispute between you and any of the Company Parties, as defined under our Terms of Use, relating in any way to (a) your access or use of the Service, (b) any text message or other communication you receive relating to the Company, (c) your Purchase of any good, product, or service through the Service, or (d) to any aspect of your relationship with the Company, 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 Company 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).
(ii) IF YOU AGREE TO ARBITRATION WITH THE COMPANY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST THE COMPANY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE COMPANY PARTIES IN AN INDIVIDUAL ARBITRATION PROCEEDING. 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 THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
(iii) Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at 850 New Burton Rd, Suite 201, Dover, DE 19904 (Attn: Joshua Tree Coffee Company, LP). 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. 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, or if such payment would render the arbitration unenforceable, the Company will pay them for you. In addition, the Company will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, the Company will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The arbitration will be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration will be confidential to the same extent.
(iv) Authority of the 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 the Company Parties. 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 of Sale (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.
(v) Waiver of Jury Trial. YOU AND WE 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 the Company are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in this Arbitration Agreement above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Sale 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.
(vi) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then the applicable claim must be severed from the arbitration and brought in the state or federal courts in Los Angeles, California. All other claims will be arbitrated. The parties agree to submit to the personal jurisdiction of the state or federal courts located in Los Angeles, California for purposes of resolving any claims for relief that are severed from an arbitration in accordance with this subsection and waive any argument that holding proceedings in such courts will impose undue hardship or materially affect their ability to present their case.
(vii) 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: 850 New Burton Rd, Suite 201, Dover, DE 19904 (Attn: Joshua Tree Coffee Company, LP) or legal@jtcoffee.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Service username (if any), the email address you used to set up your Service account (if you have one), 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 of Sale 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.
(viii) Severability. Except as provided in this Arbitration Agreement above, 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.
(ix) Survival. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with the Company.
(x) Modification. Notwithstanding any provision in these Terms of Sale to the contrary, we agree that if the Company makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) for which you had already provided notice to the Company.
Section 11: Notice to California Residents
Pursuant to California Business and Professions Code Section 17538 et al., our Shipping and Returns Policy is available at https://jtcoffee.com/pages/shipping-and-returns-policy. The legal entity through which we conduct our business is Joshua Tree Coffee Company, LP, a Delaware limited partnership, and our primary California-based physical address is 61738 Twentynine Palms Hwy., Joshua Tree, CA 92252. California residents may be entitled to receive verification of the foregoing information by emailing us at legal@jtcoffee.com. If applicable, such verification will be provided within 5 days of our receipt of your request.
California residents are also entitled to certain consumer rights information. In particular, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by writing to: 1625 North Market Blvd., Suite N 112, Sacramento, California, 95834, or by telephone at (916) 445-1254. Hearing-impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700. Their website can be accessed at https://dca.ca.gov.
Section 12: Assignment
You will not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this Section 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Sale.
Section 13: No Waivers
The failure by us to enforce any right or provision of these Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.
Section 14: No Third Party Beneficiaries
These Terms of Sale do not and are not intended to confer any rights or remedies upon any person other than you.
Section 15: Notices
(a) To You. We may provide any notice to you under these Terms of Sale by: (i) sending a message to the email address you provide or (ii) by posting to the Service. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms of Sale, you must contact us as follows: by personal delivery, overnight courier or registered or certified mail to 850 New Burton Rd, Suite 201, Dover, DE 19904 (Attn: Joshua Tree Coffee Company, LP). We may update the address for notices to us by posting a notice on the Service. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
Section 16: Severability
If any provision of these Terms of Sale is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms of Sale and will not affect the validity or enforceability of the remaining provisions of these Terms of Sale.
Section 17: Entire Agreement
Our order confirmation (if any), these Terms of Sale, the Terms of Use, the Shipping and Returns Policy, and the Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms of Sale.