Update Beverages Terms of Use
Last Updated: February, 23 2026
Please read this Terms of Use Agreement (the “Terms of Use”) carefully. These Terms of Use govern your use of those websites owned or controlled by Update Beverages, Inc., a Delaware corporation, and its affiliates and subsidiaries (“Update Beverages,” “our,” “we,” or “us”), including the website located at: https://drinkupdate.com (the “Website”), and the purchase and shipping of our next-generation, zero-sugar, caffeine-free energy drinks, and other products that are offered by the Update Beverages via the Website (collectively, the “Services”).
BY PLACING AN ORDER FOR THE PURCHASE OF ANY PRODUCT, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE AT LEAST 18 YEARS OF AGE AND ARE NOT BARRED FROM FORMING A BINDING CONTRACT WITH UPDATE BEVERAGES, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY. THE TERM “YOU” REFERS TO THE INDIVIDUAL IDENTIFIED AS THE USER WHEN YOU USE THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES, AND YOU SHOULD NOT PURCHASE PRODUCTS FROM OUR WEBSITE.
IF YOU SUBSCRIBE TO ANY PRODUCTS FOR A SPECIFIED TERM, THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SPECIFIED TERM AT UPDATE BEVERAGES’ THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 6.2(b).
PLEASE BE AWARE THAT SECTION 12 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND THE COMPANY. AMONG OTHER THINGS, SECTION 12 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 12 (ARBITRATION AGREEMENT) ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 12 (ARBITRATION AGREEMENT) CAREFULLY.
IF YOU ARE USING THE WEBSITE IN THE UNITED STATES, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
PLEASE BE AWARE THAT SECTION 2.3 OF THESE TERMS, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA EMAIL AND TEXT MESSAGE.
Your use of, and participation in certain services may be subject to additional terms and policies (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you sign up to use the supplement service. If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such service. These Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”
PLEASE NOTE THAT The Terms are subject to change by THE Update Beverages in its sole discretion at any time. When changes are made, the Update Beverages will make a new copy of the Terms of Use available at the Website. We will also update the “Last Updated” date at the top of the Terms of Use. If we make any material changes we may also send an e-mail to you at the last email address you provided to us pursuant to the Terms. The Update Beverages may require you to provide consent to the updated Terms in a specified manner before further use of the Website is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website. Otherwise, your continued use of the Website constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
PLEASE REVIEW OUR PRIVACY POLICY AT HTTPS://DRINKUPDATE.COM/POLICIES/PRIVACY-POLICY TO UNDERSTAND HOW UPDATE BEVERAGES USES YOUR PERSONAL DATA.
1. Use of the Services. The Website, content and the Services provided by the Update Beverages via the Website (collectively, the “Update Beverages Properties”) are protected by copyright laws throughout the world. Unless otherwise specified by the Update Beverages in a separate license, your right to use any Update Beverages Properties is subject to the Terms.
1.1 Updates. You understand that the Update Beverages Properties are evolving. As a result, the Update Beverages may require you to accept updates to the Update Beverages Properties that you have installed on your computer or mobile device. You acknowledge and agree that the Update Beverages may update the Update Beverages Properties with or without notifying you. You may need to update third-party software (e.g. your device’s operating system) from time to time in order to use the Update Beverages Properties.
1.2 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Update Beverages Properties or any portion of the Update Beverages Properties, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Update Beverages Properties (including images, text, page layout or form) of the Update Beverages; (c) you shall not use any metatags or other “hidden text” using Update Beverages’ name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Update Beverages Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) access the Update Beverages Properties in order to build a similar or competitive website, application or service; (f) except as expressly stated herein, no part of the Update Beverages Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Update Beverages Properties. For the purposes of clarity, the foregoing restrictions do not apply to any Third-Party Content (as defined in Section 4 (Content)) made available via the Update Beverages Properties. Any future release, update or other addition to the Update Beverages Properties shall be subject to the Terms. The Update Beverages, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Update Beverages Properties terminates the licenses granted by the Update Beverages pursuant to the Terms.
1.3 Unauthorized Use. You agree that you will not, under any circumstances: (a) interfere with or damage Update Beverages Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (b) modify or cause to be modified any files that are a part of the Update Beverages Properties; (c) disrupt, overburden, or aid or assist in the disruption or overburdening of: (i) any computer or server used to offer or support the Update Beverages Properties; or (ii) the enjoyment of the Update Beverages Properties by any other person; (d) attempt to gain unauthorized access to the Update Beverages Properties or to the computers, servers or networks connected to the Update Beverages Properties by any means other than the user interface provided by Update Beverages, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Update Beverages Properties; (e) access, tamper with or use non-public areas of the Update Beverages Properties, the Update Beverages’ computer systems, or the technical delivery systems of the Update Beverages’ providers; (f) attempt to probe, scan, or test the vulnerability of any Update Beverages system or network, or breach any security or authentication measures; (g) disrupt or interfere with the security of, or otherwise cause harm to, the Update Beverages Properties, systems, resources, accounts, passwords, servers or networks connected to or accessible through the Update Beverages Properties or any affiliated or linked sites; or (h) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Update Beverages or any of the Update Beverages’ providers or any other third party to protect the Update Beverages Properties.
1.4 Personal Use Only. The products and services available on the Website, and any samples thereof we may provide to you, are for personal use only. You may not sell or resell any of the products or services, or samples thereof, you purchase or otherwise receive from us. We reserve the right to decline any order that we deem to possess characteristics of reselling.
2. Update Beverages Accounts and Communications.
2.1 Registering Your Account. In order to access certain features of the Update Beverages Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user of the Website (“User”) who has registered an account or who has purchased a Subscription and had an account registered for such User by Update Beverages (“Account”).
2.2 Registration Data. In registering for an Account, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (x) at least eighteen (18) years old; (y) of legal age to form a binding contract; and (z) not a person barred from using the Update Beverages Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Update Beverages Properties by minors. You may not share your Account or password with anyone, and you agree to (a) notify the Update Beverages immediately of any unauthorized use of your password or any other breach of security; and (b) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Update Beverages has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Update Beverages has the right to suspend or terminate your Account and refuse any and all current or future use of the Update Beverages Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. You agree not to create an Account or use the Update Beverages Properties if you have been previously removed by the Update Beverages, or if you have been previously banned from any of the Update Beverages Properties.
2.3 Emails and Text Messages. Update Beverages may offer one or more mobile message programs (collectively, the “Message Service”) that allows users to receive SMS/MMS mobile messages by opting-in such as through online or application-based enrollment forms. Regardless of the opt-in method you use to enroll, you agree that your use of the Message Service is governed by these Terms. We do not charge for the Message Service, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your Account when you text us or we send messages to you. Message and data rates may apply. By enrolling a telephone number in the Message Service, you authorize us to send recurring SMS and MMS mobile messages to the number you specify, and you represent that you are authorized to receive mobile messages at such number. The messages sent through the Message Service may include marketing, advertising, shopping cart reminders, promotional messages, and operational emails. You agree that these messages may be transmitted using an automatic telephone dialing system (“ATDS”), other automated systems for the selection or dialing of telephone numbers, or different technology. Your consent to receive mobile messages via an ATDS or other automated system for the selection or dialing of numbers is not required (directly or indirectly) as a condition of purchasing any property, goods or services. While you consent to receive messages sent using an ATDS, the foregoing shall not be interpreted to suggest or imply that any or all of our messages are sent using such a system. Message frequency varies. If you do not wish to continue participating in a Message Service program we offer, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message you receive from that program to opt out. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agree that that we and our service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those keyword commands set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out. To the extent you subscribe to more than one Message Service program that we operate, you must unsubscribe from each program separately. For Message Service support or assistance, text the HELP keyword in response to any message you receive through the Message Service or email us at hello@drinkupdate.com. Please note that the use of this email address is not an acceptable method of opting out of Message Service. Opt outs must be submitted in accordance with the procedures set forth above. We may change any short code or telephone number we use to operate the Message Service at any time with notice to you. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we are not responsible for honoring requests made in such messages. The Message Service may not be available in all areas or supported by all carriers or all devices. Check with your carrier for details. Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of our control. We and the wireless carriers supported by the Message Service are not liable for any failed, delayed or undelivered messages. If you decide to change your mobile phone number, you agree to first opt out of each Message Service program in which your number is enrolled. For clarity, you acknowledge and agree that any disputes between you and us related to the Message Service will be governed by Section 12 (Arbitration Agreement).
3. Ownership.
3.1 Trademarks. The UPDATE BEVERAGE name and all related graphics, logos, service marks and trade names used on or in connection with any Update Beverages Properties or in connection with the Services are the trademarks of Update Beverages and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in Update Beverages Properties are the property of their respective owners.
3.2 Update Beverages Properties. Except with respect to Your Content (as defined below), you agree that the Update Beverages and its suppliers own all rights, title and interest in the Update Beverages Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Update Beverages Properties. Update Beverages’ stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Update Beverages Properties are the trademarks of the Update Beverages and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Update Beverages Properties are the property of their respective owners.
3.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to the Update Beverages through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that the Update Beverages has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to the Update Beverages a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Update Beverages Properties.
4. Content.
4.1 Types of Content. You acknowledge that that any information, data, text, photographs, graphics, video, messages, product reviews, testimonials, tags and/or other materials facilitated through the Update Beverages Properties (collectively, “Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Update Beverages, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through Update Beverages Properties (“Your Content”).
4.2 No Obligation to Pre-Screen Content. You acknowledge that the Update Beverages has no obligation to pre-screen Your Content or Content made available on and through the Update Beverages Properties by third parties (“Third-Party Content”), although the Update Beverages reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By accepting these Term, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Update Beverages pre-screens, refuses or removes any Content, you acknowledge that the Update Beverages will do so for the Update Beverages’ benefit, not yours. Without limiting the foregoing, Update Beverages shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
4.3 Storage. Update Beverages has no obligation to store any of Your Content that you Make Available on Update Beverages Properties. Update Beverages has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Update Beverages Properties. You agree that Update Beverages retains the right to create reasonable limits on Update Beverages’ use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Update Beverages in its sole discretion.
4.4 Your Content. Update Beverages does not claim ownership of Your Content. However, when you post, publish or submit Your Content on or in Update Beverages Properties (in the form of a product review or in connection to any of our services), you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. Without limiting the generality of the foregoing, Update Beverages shall have the right to post or re-post any product reviews or testimonials you submit through the Update Beverages Properties on Update Beverages’ Social Media Pages.
4.5 License to Your Content. You grant Update Beverages a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Update Beverages Properties to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Update Beverages Properties. You agree that you, not Update Beverages, are responsible for all of Your Content that you Make Available on or in Update Beverages Properties.
4.6 Unauthorized Content. You are responsible for ensuring that all Your Content you share complies with these Terms and applicable law, including respecting the intellectual property and proprietary rights of others. Specifically, you agree not to upload or to provide illegal or inappropriate content or information, or content or information that is protected by intellectual property laws (such as copyright, trademark, patents, etc.) for which you do not have a valid license (“Unauthorized Content”).
5. ORDERS; PRODUCTS.
5.1 Order Acceptance. PLEASE NOTE THAT UPDATE BEVERAGES CURRENTLY ONLY SHIPS TO LOCATIONS WITHIN THE UNITED STATES. Please refer to our FAQ section for more information on shipping. Your receipt of an electronic or other form of order confirmation does not signify Update Beverages’ acceptance of your order, nor does it constitute confirmation of our offer to sell. Update Beverages reserves the right at any time after receipt of your order to accept or decline your order for any reason. Update Beverages further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Update Beverages upon our delivery of the products that you have ordered. We may require additional verifications or information before accepting any order.
5.2 Product Descriptions; Product Availability; Promotional Codes. Descriptions, images, references, features, content, specifications, products, price and availability of any products and services are subject to change without notice, and our current prices can be found on the Website. We make reasonable efforts to accurately display the attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on any Website at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased through the Website. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any product or service; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all purchase(s); and/or to refuse to provide any user with any product or service. Without limiting the generality of the foregoing, 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 pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product made on this Website is void where prohibited.
5.3 Order Issues. Although we strive to accept all valid orders, Update Beverages reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about a product you have ordered or receive insufficient or erroneous billing, payment, and/or shipping information, (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, or (iii) the product you have ordered is unavailable due to discontinuance or otherwise. We may also refuse any order that is connected with a previous payment dispute. Update Beverages further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item.
5.4 Returns. We do not offer returns or refunds. However, your satisfaction is important to us. If something is not right with your order or purchase, please reach out to hello@drinkupdate.com and Update will do our best to make it right.
5.5 Order Cancellation. If any product is discontinued or otherwise becomes unavailable, Update Beverages reserves the right to cancel your order and provide you a refund for the amount paid for the product.
5.6 Restrictions on Resale. To protect the intellectual property rights of Update Beverages and its licensors and suppliers, any resale of product for personal and/or business profit is strictly prohibited. Update Beverages reserves the right to decline any order that we deem to possess characteristics of reselling.
5.7 Third-Party Provider. Update Beverages uses a third-party service provider for fulfilling orders. By ordering any product through the Services, you acknowledge that Update Beverages has no responsibility or liability for any delays that may result from orders handled by such third-party service provider.
6. Fees and Purchase Terms.
6.1 Payment. You agree to pay all fees for any products you order via the Website. Update Beverages currently uses Shopify, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Shopify”). If you make a purchase through the Website, you will be required to provide your payment details and any additional information required to complete your order directly to Shopify. You agree to Shopify’s Privacy Policy at https://shopify.com/legal/privacy and hereby consent and authorize Update Beverages’ and Shopify to share any information and payment instructions you provide to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by Shopify and your Payment Provider (as defined below), and we are not responsible if your Payment Provider declines to authorize payment for any reason. For your protection, Shopify uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your Payment Provider may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, Shopify may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services. Update Beverages is not responsible for processing any payments. Payments can be made by debit or credit card or by using an account you hold with a third-party processor, as applicable (“Payment Provider”). You hereby consent and authorize Update Beverages and the applicable Payment Provider to share any information and payment instructions you provide with one or more third-party processors, including Shopify, to the extent required to complete your transactions. Except in cases of fraud, your payment cannot be canceled or returned once it has been completed. If you become aware of any fraudulent use of your debit card, credit card, or any other payment account, you should review the applicable agreement for the payment account to identify appropriate actions to take. Update Beverages reserves the right at any time to change its prices and billing methods, either immediately upon posting on Update Beverages Properties or by email delivery to you.
6.2 Subscriptions. If you purchase products on a recurring basis (a “Subscription”), the fee for such Subscription will be billed at the start of the Subscription (“Subscription Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. Update Beverages reserves the right to change the timing of our billing. Update Beverages reserves the right to change the Subscription pricing at any time. If changes to the Subscription price occur that impact your Subscription, Update Beverages will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your purchase or Account. If you do not agree with such changes, you may cancel your Subscription as set forth in the section titled “Cancelling Subscriptions Purchased via Update Beverages”.
(a) Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Update Beverages’ then-current price for such Subscription until terminated in accordance with these Terms. The frequency at which your Subscription renews (e.g., monthly or quarterly) will be designated at the time at you sign up for the Subscription. By subscribing, you authorize Update Beverages to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Update Beverages does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Update Beverages may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
(b) Cancelling Subscriptions Purchased via Update Beverages. You may cancel or terminate your Subscription by emailing accessing the subscription cancellation link in your purchase confirmation email or by logging into your Account and going to “Change/Cancel Subscription” on in your “Settings” page.
(c) Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the fees paid for the then-current Subscription period.
6.3 Taxes. Update Beverages’ prices for merchandise and products sold via the Website will include any applicable sales tax at the time of purchase.
6.4 Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following e-mail address: hello@drinkupdate.com.
7. User Conduct. In connection with your use of Update Beverages Properties, you shall not:
7.1 Make Available any Content that, in Update Beverages’ sole discretion, (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
7.2 Harm minors in any way;
7.3 Impersonate any person or entity, including, but not limited to, Update Beverages personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
7.4 Make Available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
7.5 Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
7.6 Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
7.7 Make Available any Content that constitutes unsolicited or unauthorized advertising or promotional material (e.g. spam);
7.8 Stalk or otherwise harass any other user of our Update Beverages Properties; or
7.9 Advocate, encourage or assist any third party in doing any of the foregoing activities in this Section.
8. Indemnification. You agree to indemnify and hold the Update Beverages, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Update Beverages 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 Update Beverages Properties; (b) your violation of the Terms; or (c) your violation of any applicable laws, rules or regulations. The Update Beverages reserves the right, at its 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 the Update Beverages in asserting any available defenses. You agree that the provisions in this Section will survive any termination of your use of the Services, the Terms or your access to the Update Beverages Properties.
9. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE UPDATE BEVERAGES PROPERTIES IS AT YOUR SOLE RISK, AND THE UPDATE BEVERAGES PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. UPDATE BEVERAGES 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. THE UPDATE BEVERAGES PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE UPDATE BEVERAGES PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE UPDATE BEVERAGES PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE UPDATE BEVERAGES PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE UPDATE BEVERAGES PROPERTIES WILL BE CORRECTED. THE UPDATE BEVERAGES IS NOT RESPONSIBLE FOR ANY IMPROPER USE OR MISUSE OF, OR FOR ANY INJURIES ARISING FROM ANY MODIFICATIONS OF, ANY PRODUCTS. THE WEBSITE MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UPDATE BEVERAGES OR THROUGH THE UPDATE BEVERAGES PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
10. Limitation of Liability.
10.1 UPDATE BEVERAGES UPDATE BEVERAGES PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT UPDATE BEVERAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE UPDATE BEVERAGES PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE UPDATE BEVERAGES PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE UPDATE BEVERAGES PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE UPDATE BEVERAGES PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE UPDATE BEVERAGES PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. UPDATE BEVERAGES DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY UPDATE BEVERAGES’ NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL UPDATE BEVERAGES PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Update Beverages by you FOR THE APPLICABLE PRODUCT OR GOOD PURCHASED BY YOU FROM THIS WEBSITE, and (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A UPDATE BEVERAGES PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A UPDATE BEVERAGES PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A UPDATE BEVERAGES PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
10.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UPDATE BEVERAGES AND YOU. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11. Term and Termination.
11.1 Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Update Beverages Properties, unless terminated earlier in accordance with the Terms.
11.2 Termination of Terms by Update Beverages. Update Beverages may terminate these Terms at any time with or without cause, including if you have materially breached any provision of the Terms, or if Update Beverages is required to do so by law (e.g., where the provision of the Website is, or becomes, unlawful). You agree that all terminations for cause shall be made in Update Beverages’ sole discretion and that Update Beverages shall not be liable to you or any third party for any termination of your use of the Services.
11.3 Termination of Terms by You. If you want to terminate these Terms, you may do so by (a) notifying Update Beverages at any time and (b) ceasing any further use of the Website, including the purchase of products. Your notice should be sent, in writing, to Update Beverages’ address set forth below.
11.4 Effect of Termination. Termination of these Terms includes deletion of your files and content associated with you. Upon termination of these Terms, your right to use the Website will automatically terminate immediately. All provisions of the Terms, which by their nature should survive, shall survive termination of these Terms, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12. Arbitration Agreement. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Update Beverages and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
12.1 Agreement to Arbitrate. Subject to the terms of this Arbitration Agreement, you and Update Beverages agree that any and all disputes, claims, controversies or disagreements that have arisen or may arise between you and Update Beverages, whether arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or these Terms and prior versions of these Terms, including claims and disputes that arose between you and us before the effective date of these Terms (each, a “Dispute”) will be resolved exclusively by final and binding arbitration, rather than in court, except that: (i) you and Update Beverages may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Update Beverages 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). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.
12.2 Waiver of Jury Trial. YOU AND UPDATE BEVERAGES 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 Update Beverages are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section titled “Agreement to Arbitrate” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
12.3 Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR MASS ACTION BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the section titled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, determines that the limitations of this section titled “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Update Beverages agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Update Beverages from participating in a class-wide settlement of claims.
12.4 Informal Dispute Resolution. Update Beverages is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing Update Beverages customer support at hello@drinkupdate.com. If such efforts prove unsuccessful, you and Update Beverages agree that good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Update Beverages agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically or via videoconference (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate in the conference.
To initiate Informal Dispute Resolution, a party must give notice to the other party (“Notice”). Such Notice to Update Beverages should be sent by email to hello@drinkupdate.com or regular mail to our offices located at Update Beverages, Inc., c/o Telos Legal Corporation, 13 West Main Street, PO Box 953, Felton DE 19943 (“Notice Address”). The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. Update Beverages will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.
The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
12.5 Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If the Informal Dispute Resolution process described above does not resolve satisfactorily within forty-five (45) days after receipt of your Notice, you and Update Beverages agree that either party shall have the right to finally resolve the Dispute through binding arbitration.
The arbitration will be conducted by National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the Account username (if applicable), as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Update Beverages should be sent by email to hello@drinkupdate.com or to the Notice Address. Update Beverages will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).
Unless you and Update Beverages otherwise agree, or the Batch Arbitration process discussed in section titled “Batch Arbitration” is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the State of California or, at your election, in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). However, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Update Beverages will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
You and Update Beverages agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
You and Update Beverages agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
12.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then the NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under the section titled “Batch Arbitration” is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
12.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes arising out of or relating to the section titled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the section titled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection titled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall 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 award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
12.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.
12.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Update Beverages agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Update Beverages by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.
All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Update Beverages.
You and Update Beverages agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
12.10 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 Notice Address, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Update Beverages’ rights. 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 with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
12.11 Invalidity, Expiration. Except as provided in the section titled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement (other than the section titled “Batch Arbitration”) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if the section titled “Batch Arbitration” of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in the New Castle County, Delaware. You further agree that any Dispute that you have with Update Beverages as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12.12 Future Changes to Arbitration Agreement. You and we agree that Update Beverages retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at hello@drinkupdate.com and you should check for updates regularly. We agree that if Update Beverages makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these Terms with an arbitration agreement and you did not validity opt of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Update Beverages will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
13. Third-Party Services. The Update Beverages Properties may contain links to third-party websites, applications and advertisements for third parties (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Website and are subject to the terms and conditions (including privacy policies) of such Third-Party Service. Such Third-Party Services are not under the control of Update Beverages. Update Beverages is not responsible for any Third-Party Services. Update Beverages provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Service, or any product or service provided in connection therewith. You use all links in and to Third-Party Services at your own risk. When you leave our Website, these Terms and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
14. Social Media. We may maintain a presence on and link to social media websites or applications, including Facebook, TikTok, and Instagram, (collectively, “Social Media Pages”), to provide a place for people to learn more about us and our services. When you visit these Social Media Pages, you are no longer on our Website, but rather a website operated by a third party. All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values or ideas. All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use.
15. Discounts and Promotions. We may, in our sole discretion, create discounts and promotional codes or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Unless otherwise expressly stated on the applicable Promo Code, Promo Codes may only be used once per person. Only Promo Codes sent to you through official Update Beverages communication channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; (vi) may expire prior to your use; (vii) are limited to one (1) use per customer; (viii) are only available while applicable supplies last; (ix) cannot be used in conjunction with any other offer or gift cards; and (x) only redeemable on the Website. Unless otherwise stated at the time of issuance, all Promo Codes expire at the end of the promotion period stated on the Website, or if no such period is stated 120 days after issuance. Special terms may apply to some promotions that may be offered on the Update Beverages Properties. Such special terms (e.g. official contest rules) may be posted in connection with the applicable promotion. Any such special terms are in addition to these Terms and, in the event of a conflict, any such terms shall prevail over these Terms.
16. General Provisions.
16.1 Electronic Communications. The communications between you and the Update Beverages use electronic means, whether you visit the Update Beverages Properties or send the Update Beverages emails, or whether the Update Beverages posts notices on the Update Beverages Properties or communicates with you via email or text messages. For contractual purposes, you (1) consent to receive communications from the Update Beverages in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Update Beverages provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
16.2 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without the Update Beverages’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.3 Force Majeure. The Update Beverages shall 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, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
16.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Update Beverages Properties, please contact us at: hello@drinkupdate.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16.5 Governing Law; Venue. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
16.6 Notice. Where the Update Beverages requires that you provide an email address, you are responsible for providing the Update Beverages with your most current email address. In the event that the last email address you provided to the Update Beverages is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, the Update Beverages’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to the Update Beverages by sending an email to hello@drinkupdate.com or letter to Update Beverages, Inc., c/o Telos Legal Corporation, 13 West Main Street, PO Box 953, Felton DE 19943. Such notice shall be deemed given when received by the Update Beverages by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
16.7 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.8 Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
16.9 Export Control. You may not use, export, import, or transfer the Update Beverages Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Update Beverages Properties, and any other applicable laws. In particular, but without limitation, the Update Beverages Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Update Beverages Properties, you represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Update Beverages Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Update Beverages are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the Update Beverages products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
16.10 Entire Agreement. The 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.
