Welcome to RareStorage.com. RareStorage LLC is a California limited liability corporation, and offers the following Website and attendant Services, hereinafter referred to as, "(Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference these "Terms and Conditions," govern your use of RareStorage.com, ("RareStorage.com," "Website" or "Service").
Please read these Terms and Conditions carefully before you start to use these Services as they set forth your legal rights and obligations. In particular these terms of service require that you observe certain laws and regulations in all activities undertaken using RareStorage.com.
By using this site you affirm that you are over the age of 21. We make every effort to ensure that alcoholic beverages are not delivered to anyone who is under the age of 21. By using this site you are acknowledging that the recipient of alcoholic beverages from RareStorage.com is over the age of 21.
You affirm that you are legally able to use this Website and Services, and to form a binding contract, in the jurisdiction in which you reside.
You further recognize that laws may differ by country, state, or local jurisdiction, related to the shipping and consumption of alcoholic beverages, you accept responsibility that you are in compliance with all laws before making further use of these Services.
If you cannot agree to these Terms and Conditions, you must not access or use the Website, and discontinue further use.
You accept and agree that the products or features available through this Service may be subject to additional terms and conditions, including Pricing and Shipping policies.
By registering an account to use RareStorage.com, you affirm that you accept these Terms and Conditions and agree to be bound and abide by them.
These General Terms and Conditions (these “Terms and Conditions” or “T&C”) govern the relationship between RareStorage, LLC, a California limited liability company (“Company,” “RareStorage,” “we,” or “us”), and the individual or entity named on the Wine Storage & Logistics Agreement Form (“Customer,” “you,” or “your”). Together, the executed Wine Storage & Logistics Agreement Form (“WSLA Form”) and these Terms and Conditions constitute the “Agreement.” The Agreement sets out the rights and obligations of both parties with respect to the storage, handling, and logistics of the Customer’s wine and other alcoholic beverage inventory at RareStorage’s California storage facilities.
This Agreement supersedes all prior and contemporaneous oral or written representations, understandings, or agreements on the subject matter hereof. No modification to these Terms and Conditions shall be valid or binding unless made in writing and signed by an authorized officer of the Company, except as expressly provided in Section 1 regarding periodic amendments.
These Terms and Conditions are incorporated by reference into the WSLA Form and shall be binding upon Customer from the date Customer executes the WSLA Form (the “Effective Date”). The Company reserves the right to amend these Terms and Conditions from time to time upon no less than thirty (30) days’ prior written notice to the Customer before the commencement of any Renewal Term. Amendments shall take effect at the start of the next applicable Renewal Term. If a Customer neither acknowledges nor objects in writing to an amendment within fifteen (15) days of receipt of notice, the Customer shall be deemed to have accepted such amendment. In the event of any conflict between the WSLA Form and these Terms and Conditions, these Terms and Conditions shall govern, unless the WSLA Form expressly and specifically provides otherwise in a signed writing.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
RareStorage offers Managed Service for the storage of Customer’s Wine at the Facility. The Customer’s selected Service Tier is identified on the WSLA Form. Storage space designated to the Customer shall be used exclusively for storage of Customer’s Wine and for no other purpose.
Under the Managed Service tier, RareStorage shall: (i) receive Customer’s Wine at the Facility free of charge; (ii) open and inspect every incoming box; (iii) perform a detailed bottle-level inventory of all received items and make that inventory available to the Customer through RareStorage’s proprietary inventory management system; (iv) place individual bottles into appropriate storage containers within the Customer’s designated storage locker; and (v) retrieve and return bottles to or from the Customer’s storage locker upon Customer’s written or electronic request.
RareStorage reserves the right to inspect and document the condition of all incoming inventory at the time of receipt at the Facility. This may include, but is not limited to, photographing individual bottles or cases and noting any pre-existing condition issues. A condition report or notation may be made in the Customer’s account record and, where significant issues are identified, may be communicated to the Customer. Documentation of incoming condition is for RareStorage’s operational records and does not constitute an acceptance of liability for pre-existing damage.
RareStorage reserves the right to refuse intake of any bottles or cases that it determines, in its reasonable discretion, are unfit for long-term storage. Conditions that may result in refusal include but are not limited to: severe capsule damage or deterioration, active cork leakage or visible wine seepage, broken or heavily cracked bottles, or any condition presenting a safety or contamination risk to other stored inventory or RareStorage staff. If intake is refused, RareStorage will notify the Customer promptly and the Customer will be responsible for arranging return shipment or alternative disposition of the refused items at the Customer’s expense.
RareStorage will not accept Outside Intake Inventory at any Facility unless the Customer has a valid payment method (credit card) on file with RareStorage at the time of intake. This requirement applies regardless of any complimentary storage period or prior account status. If a Customer does not have a valid payment method on file at the time an Outside Intake Inventory shipment is tendered for receipt, RareStorage reserves the right to refuse acceptance of that shipment and will notify the Customer promptly. The Customer will be responsible for arranging return shipment or alternative disposition of any refused shipment at the Customer’s expense. The credit card on file requirement for Outside Intake Inventory is a condition of service and is not subject to waiver. Accounts that are delinquent and contain Outside Intake Inventory remain subject to RareStorage’s lien rights as described in Section 9 of this Agreement.
Customer Inspection and Claims Window: Upon receipt of any delivery at the Facility, RareStorage will document the incoming condition of the inventory as described above and will notify the Customer of the delivery’s arrival via the Vault platform or by email. The Customer shall have forty-eight (48) hours, or such longer minimum period as may be required by applicable California law, from the time RareStorage sends such notice to raise any written condition claim regarding the state of the inventory as received. Because the Customer is not physically present at check-in, the claim window runs from the date and time of RareStorage’s notice and is based on RareStorage’s documented condition report. Failure to provide written notice of any condition claim to RareStorage within the applicable inspection period shall be deemed the Customer’s acceptance of the inventory in the condition documented by RareStorage at the time of receipt. RareStorage shall have no liability for any condition-based claim not reported within that period, notwithstanding any other limitation period set forth in this Agreement.
The Initial Term is one (1) calendar month. Storage Charges are assessed on a per-bottle basis at RareStorage’s then-current published monthly rate, as posted at rarestorage.com/pages/rates-services. The first Storage Charge will be invoiced and prepaid on the first day of the calendar month following the month in which the Customer’s initial inventory is received at the Facility. Thereafter, this Agreement renews automatically for successive monthly Renewal Terms on the first of each calendar month at then-current rates, so long as Stored Items remain in storage at the end of the last day of the then-current term month. Renewal notices will be provided no fewer than three (3) days prior to the commencement of each new monthly Renewal Term.
“Storage Charges” means all periodic charges based on the Customer’s then-current bottle count and the applicable monthly rate. Storage Charges are prepaid in full at the beginning of each monthly Term and are non-refundable except as expressly provided in Section 10(c)(ii) upon Company-initiated termination. Renewal notices will be provided no fewer than three (3) days prior to the commencement of each new monthly Renewal Term, and payment is due on the first day of each monthly Term.
If the Customer has provided notice of non-renewal but fails to remove all Stored Items by the end of the then-current monthly term, the Agreement shall automatically renew for one additional monthly Renewal Term at the then-current Monthly Storage Charge rate. No administrative surcharge shall apply to a standard monthly rollover. Facility access may be restricted if any payment remains outstanding.
All amounts not paid within ten (10) days of the invoice due date shall incur a late fee of 5% of the total overdue amount. Thereafter, a monthly finance charge of 1.5% per thirty (30)-day cycle (not to exceed the maximum rate permitted by California law) shall accrue on all overdue balances until paid in full. The Company reserves the right to suspend physical and virtual access to the Customer’s account while any amounts remain past due.
The Customer shall maintain a valid payment method on file with RareStorage at all times: a major credit card (Visa, Mastercard, American Express, or Discover), submitted through RareStorage’s PCI DSS-compliant payment processor. By executing the WSLA Form, the Customer authorizes RareStorage to charge the payment method on file for: (i) all Storage Charges at the commencement of each Term or Renewal Term; (ii) late fees and finance charges; (iii) repacking, supply, and labor charges; (iv) Logistics and Logistics Services fees; and (v) any other amounts due under this Agreement. It is the Customer’s responsibility to keep payment information current. RareStorage is not responsible for failed charges resulting from outdated payment information.
Dispute Resolution Prior to Chargeback: Before initiating a chargeback, payment dispute, or reversal with their financial institution or credit card issuer for any charge made pursuant to this Agreement, the Customer agrees to first contact RareStorage in writing and allow RareStorage no less than ten (10) business days to investigate and resolve the disputed charge. If the Customer initiates a chargeback without following this process and RareStorage determines the charge was valid under this Agreement, RareStorage reserves the right to suspend Facility access and pursue recovery of the disputed amount together with reasonable collection costs and attorneys’ fees.
RareStorage may charge for all repacking labor and materials at its current published rates, as posted at rarestorage.com/pages/rates-services. Rates are subject to change at the Company’s discretion upon reasonable notice. Estimates will be provided to the Customer upon request prior to performing any repacking work.
The Customer is responsible for all applicable sales taxes, use taxes, and any other taxes or governmental fees associated with this Agreement. RareStorage will collect and remit applicable California sales or use taxes as required by law and will itemize such charges on invoices. The Customer is solely responsible for any taxes, duties, or obligations related to the Customer’s Wine that arise outside of RareStorage’s direct storage and handling services.
RareStorage or its authorized affiliates may coordinate the pick-up, transport, and delivery of Customer’s Wine from an origin location (“Origin”) to a destination location (“Destination”) as part of its Logistics Services. All Logistics Services are subject to the terms of this Section 6 in addition to all other applicable provisions of this Agreement.
Once Customer’s Wine is tendered to a Common Carrier (e.g., FedEx, UPS, GLS, or any other third-party courier), RareStorage has no further control over, and accepts no responsibility or liability for, any loss, damage, theft, delay, misdelivery, temperature excursion, or other harm occurring while the Stored Items are in the carrier’s possession. RareStorage strongly recommends that the Customer purchase the carrier’s declared value or insurance offering at the time of each shipment. Because RareStorage is listed as the shipper of record with Common Carriers, the Customer’s carrier insurance or declared value coverage must be purchased through RareStorage at the time of the shipping request. In the event of a loss, damage, or non-delivery claim, RareStorage will make reasonable efforts to file and pursue a claim with the carrier on the Customer’s behalf where RareStorage determines it is eligible to do so. RareStorage cannot guarantee the outcome of any carrier claim and bears no financial liability for any unrecovered loss, regardless of whether a claim is filed or the result of any claim determination. Any proceeds recovered from a carrier claim will be passed through to the Customer, net of any reasonable administrative costs incurred by RareStorage in pursuing the claim.
Additional carrier-related charges may apply beyond the base shipping rate, including but not limited to: address correction or change fees, returned or undeliverable package fees, carrier or service level changes requested after a shipment has been initiated, ice pack or temperature-protection material requests, and other accessorial fees assessed by the carrier or required to fulfill the shipment. These charges will be passed through to the Customer and added to the Customer’s account. A current schedule of applicable rates and fees is available at rarestorage.com/pages/rates-services.
Where RareStorage does not pack the wine for consolidated shipping, the Customer is solely responsible for ensuring that all items are packed appropriately for transport, consolidated into the minimum number of boxes possible, and clearly labeled. RareStorage is not liable for breakage or damage caused by inadequate Customer packaging.
The following inventory discrepancy standards apply to Logistics Services:
Title to Customer’s Wine remains vested in the Customer at all times during Logistics Services. Where necessary for facilitation of logistics, RareStorage or its affiliates may temporarily take physical possession or custody of the Stored Items without acquiring any ownership interest therein.
The Customer may request will call pickup of specific inventory items from one of RareStorage’s approved will call pickup locations. Will call pickup is subject to location availability, which will be confirmed by RareStorage in writing. Approved pickup locations and any associated scheduling requirements will be communicated to the Customer at the time of the request.
Identification and Authorization: Pickup must be completed by the Customer of record or by a designated representative who has been named in writing by the Customer and whose authorization is on file with RareStorage prior to the pickup date. At the time of pickup, the individual collecting the inventory must present a valid, government-issued photo identification. In accordance with applicable alcoholic beverage laws, all individuals collecting inventory must be at least twenty-one (21) years of age. RareStorage staff reserve the right to request and verify identification and to refuse release of inventory to any person who cannot satisfy these requirements, regardless of any prior authorization on file.
Once RareStorage has confirmed availability and the inventory has been made ready for pickup, the Customer has sixty (60) calendar days to complete the will call pickup (the “Pickup Window”). The Customer is responsible for coordinating pickup within the Pickup Window. If the Customer has not completed pickup of the designated inventory by the end of the Pickup Window, the inventory will be returned to the Customer’s active RareStorage account. All costs associated with the return of inventory to the Customer’s account, including any applicable handling, transportation, and repacking fees, shall be borne by the Customer and charged to the payment method on file. Standard Storage Charges for the returned inventory will become due immediately upon return to the Customer’s account and will be billed in accordance with the Customer’s then-current Service Tier and Term.
Inspection at Pickup: The Customer or their designated representative is encouraged to inspect the condition of all inventory at the time of will call pickup. Any condition claims arising from the state of inventory at the time of pickup must be raised in writing with RareStorage within forty-eight (48) hours, or such longer minimum period as may be required by applicable California law, from the time of collection. Failure to provide written notice of any condition claim to RareStorage within the applicable inspection period shall be deemed the Customer’s acceptance of the inventory in the condition delivered or made available for pickup. RareStorage shall have no liability for any condition-based claim not reported within that period.
Ownership of all Stored Items belongs exclusively to the Customer throughout the duration of this Agreement. RareStorage’s physical custody of the Customer’s Wine does not, under any circumstances, transfer title, create a security interest on behalf of RareStorage, or imply any ownership claim by RareStorage, except as specifically set forth in Section 9 regarding lien rights.
RareStorage and its authorized agents retain the right at all times during the Term to inspect Customer’s Wine for the purpose of: (i) verifying the integrity of packaging and containers; (ii) conducting inventory audits; (iii) identifying items that pose a safety, legal, or regulatory risk; and (iv) identifying items that must be repacked per Section 5(c). Inspections will be conducted with reasonable care and respect for the Customer’s property.
RareStorage does not offer, broker, or provide insurance coverage of any kind on Customer wine collections or Stored Items. The Customer assumes all risk of loss, damage, or destruction of Customer’s Wine while stored at the Facility or in transit, except as may arise from RareStorage’s gross negligence or willful misconduct. It is entirely the Customer’s responsibility to obtain and maintain an appropriate third-party insurance policy covering their wine, beer, and/or spirits collection, or to elect to self-insure. RareStorage strongly recommends that all Customers consult with a licensed insurance professional regarding coverage options for fine wine and collectibles.
In accordance with applicable California law, RareStorage is not liable for breakage of Customer inventory occurring while in storage at the Facility or in transit via Common Carrier, except where such breakage is directly and solely attributable to RareStorage’s gross negligence or willful misconduct. This limitation applies regardless of cause, including but not limited to seismic activity, temperature fluctuation, carrier mishandling, or incidental contact during normal warehouse operations.
The Customer acknowledges and agrees that no representation by RareStorage or its employees regarding the safety, security, or condition of Stored Items shall be construed as an offer or guarantee of insurance coverage. RareStorage’s liability for any loss, damage, or destruction of Stored Items is limited as set forth in Section 8(b) of this Agreement.
To the fullest extent permitted by California Law, in no event shall RareStorage, LLC, its members, managers, officers, employees, agents, or affiliates, be liable to the customer for any: (I) indirect, incidental, special, exemplary, consequential, or punitive damages of any kind; (II) loss of profits, loss of revenue, or loss of business opportunity; or (III) diminution in value of wine attributable to market fluctuation or natural aging. In all cases, RareStorage’s total aggregate liability for any claim arising under or related to this agreement shall not exceed the documented fair market value of the specific stored items directly affected, as established by verifiable purchase records or independent appraisal. The customer acknowledges that RareStorage does not offer insurance and that any recovery is subject to this cap regardless of whether the customer has obtained third-party insurance coverage.
RareStorage shall not be liable for any failure or delay in performing its obligations under this Agreement arising from a Force Majeure Event, provided that RareStorage: (i) notifies the Customer promptly upon the occurrence of such event; (ii) takes all commercially reasonable steps to mitigate the effects on stored inventory; and (iii) resumes performance as soon as reasonably practicable. In the event of a prolonged Force Majeure Event (exceeding sixty (60) days), either party may terminate the Agreement with immediate written notice without further liability, except that RareStorage shall pro-rate and refund any pre-paid Storage Charges for the unused portion of the then-current Term.
The Customer shall indemnify, defend, and hold harmless RareStorage, its members, managers, employees, agents, and their respective successors and assigns (collectively, “Indemnitees”), from and against any and all claims, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) the Customer’s use of the Facility; (ii) the Customer’s breach of any representation, warranty, or obligation under this Agreement; (iii) negligent or intentional acts of the Customer or the Customer’s agents at the Facility; (iv) any claim by a third party (including insurers asserting subrogation) arising from the Customer’s Stored Items; or (v) the Customer’s violation of any applicable law or regulation. This indemnification shall not apply to losses caused by RareStorage’s own gross negligence or willful misconduct.
RareStorage shall have and hereby retains a possessory lien under California Commercial Code § 7209 (and any successor provisions) on all of Customer’s Wine and other personal property of the Customer stored at the Facility, as security for all amounts due under this Agreement. This lien applies to all charges, including Storage Charges, late fees, finance charges, repacking fees, and any other sums owed by the Customer.
The Customer shall be in default under this Agreement upon: (i) failure to pay any amount due within ten (10) days of the due date; (ii) breach of any material provision of this Agreement; (iii) the filing of a voluntary or involuntary bankruptcy petition by or against the Customer; or (iv) the Customer’s violation of any applicable law in connection with its Stored Items. Upon default, RareStorage shall deliver written notice to the Customer’s last known address. Upon receipt of a default notice, the Customer shall have sixty (60) calendar days to remedy the identified default or breach to RareStorage’s reasonable satisfaction. Timely cure within this period will be deemed to reinstate the Agreement in good standing.
If a default remains uncured after the sixty (60)-day cure period, RareStorage may, in its sole discretion: (i) terminate this Agreement immediately; (ii) deny the Customer all access to the Facility; (iii) exercise its lien rights in accordance with this Section and applicable California law; and (iv) pursue any other legal or equitable remedy available. The Customer shall remain liable for any deficiency between the sale proceeds and the total amounts owed to RareStorage, including costs and reasonable attorneys’ fees.
Delinquency Enforcement — Inventory Origin: The remedy available to RareStorage upon an uncured default depends on the origin of the delinquent inventory, as follows:
Lien Sale Process: Before selling any Outside Intake Inventory to satisfy the lien, RareStorage shall provide the Customer with written notice of the intended sale sent to the Customer’s last known mailing address and email address on file. Such notice shall: (A) identify the Stored Items subject to the lien sale; (B) state the total amount due, including all charges, fees, and costs; (C) specify a date no fewer than fourteen (14) calendar days after the date the notice is sent by which the Customer may satisfy the lien in full to prevent the sale; and (D) describe the manner in which the sale will be conducted. If the Customer does not satisfy the lien in full by the date specified, RareStorage may proceed to sell the Stored Items by public or private sale in a commercially reasonable manner and shall apply the net proceeds first to all costs of the sale, then to the outstanding amounts owed to RareStorage. Any surplus proceeds following full satisfaction of all amounts due shall be remitted to the Customer. RareStorage shall conduct any such sale in compliance with California Commercial Code §7210 and other applicable provisions of California law governing warehouse liens.
Any personal property of the Customer left at the Facility (other than Stored Items subject to the lien) for more than sixty (60) days after the termination of this Agreement and following written notice shall be deemed abandoned. RareStorage may dispose of such property in any lawful manner and shall have no liability therefor.
If the Customer elects not to renew this Agreement at the end of any Term, the Customer must provide written notice to RareStorage no less than seven (7) days prior to the end of the applicable Term and must remove all Stored Items from the Facility on or before the last day of that Term. Storage Charges are non-refundable. Failure to timely remove Stored Items will result in holdover charges as described in Section 4(c).
If the Customer terminates this Agreement prior to the end of the Initial Term or any Renewal Term for reasons other than a material breach by RareStorage, all prepaid Storage Charges for the unexpired Term are forfeited and non-refundable. The Customer must remove all Stored Items within ten (10) business days of the termination date. Any Stored Items not removed within that period shall be subject to holdover charges.
RareStorage may terminate this Agreement for any reason upon thirty (30) days’ written notice (or immediately upon an uncured default under Section 9). Upon termination by RareStorage other than for Customer’s breach, RareStorage shall: (i) ship the Customer’s Wine to the Customer’s last-known address at the Customer’s expense unless the Customer provides written alternative instructions within fifteen (15) business days of receiving notice; and (ii) issue a pro-rated refund of prepaid Storage Charges for the unused portion of the Term, calculated on a 365-day basis. Any refund issued under this subsection is a refund of fees paid to RareStorage for storage fees only, shall not exceed amounts actually paid by the Customer, and shall be issued to the Customer’s original payment method. If the Customer fails to provide alternative instructions and the Customer’s Wine cannot reasonably be shipped or delivered to the Customer’s last-known address, the Stored Items shall remain subject to Storage Charges and to the lien, custody, and abandoned-property provisions of Section 9.
Termination of this Agreement shall not affect any accrued rights or obligations of either party. All provisions relating to limitation of liability, indemnification, lien rights, dispute resolution, and governing law shall survive termination.
Any refund issued by RareStorage under this Agreement is a refund of amounts actually paid by the Customer for storage, logistics, or related services, and in no event shall any refund exceed the amounts actually paid by the Customer. Refunds will be issued to the Customer’s original payment method. A Customer who is dissatisfied with the Services may request a refund by contacting RareStorage in writing, and RareStorage may grant any such request in its reasonable discretion. RareStorage does not sell alcoholic beverages, and no refund, waiver, credit, or other accommodation provided under this Agreement constitutes, or shall be construed as, a premium, gift, free goods, or other thing of value given in connection with the sale or distribution of alcoholic beverages within the meaning of California Business and Professions Code § 25600. If any refund or other remedy provided under this Agreement would violate applicable alcoholic beverage law, RareStorage may modify the form or manner of such refund or remedy to the minimum extent necessary to comply with such law.
RareStorage acknowledges that the Customer’s inventory records, storage quantities, and wine valuations constitute confidential commercial information. RareStorage agrees not to disclose such information to any third party except: (i) as required by applicable law, subpoena, or court order; (ii) to RareStorage’s professional advisors under a duty of confidentiality; (iii) to RareStorage’s parent company, Barrel Reserve Technologies, and its subsidiaries and affiliated entities, for purposes of platform operations, business intelligence, service improvement, and internal reporting, subject to confidentiality obligations no less protective than those set forth herein; or (iv) with the Customer’s prior written consent. The Customer hereby acknowledges and consents to the sharing of their account details and collection inventory information with Barrel Reserve Technologies and its subsidiaries as described in this subsection.
RareStorage collects and processes Customer personal information solely for purposes related to performing this Agreement. As a business subject to the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), RareStorage maintains a Privacy Policy (available at RareStorage’s website or upon request) that describes the categories of personal information collected, the purposes for collection, and the Customer’s rights with respect to that information. By executing the WSLA Form, the Customer acknowledges having received or been directed to RareStorage’s Privacy Policy. RareStorage does not sell Customer personal information to third parties.
The Customer acknowledges that the Facility operates security cameras and electronic access control systems. Access activity and security footage are retained for RareStorage’s security and operational purposes and are not disclosed to the Customer except as required by law.
RareStorage provides Customers with access to its proprietary inventory management and account portal, “Vault,” as a convenience to facilitate inventory tracking, shipping requests, payment management, and account communications. The Vault platform is provided on an “as-is” basis. RareStorage does not warrant that Vault will be available without interruption, free of errors, or accessible at all times. Scheduled and unscheduled maintenance, technical issues, or events outside RareStorage’s reasonable control may result in temporary unavailability of the platform. RareStorage is not liable for any loss, inconvenience, or missed deadlines arising from platform downtime or inaccessibility. In the event that Vault is unavailable, Customers may contact RareStorage directly by phone or email to submit requests, provide payment information, or otherwise fulfill their obligations under this Agreement. RareStorage reserves the right to modify, update, or discontinue features of the Vault platform at any time with reasonable prior notice to the Customer.
From time to time, RareStorage, LLC may receive customer-owned wine inventory directly from K&L Wines, a retail wine merchant. Any such delivery is made solely at the direction and request of the Customer and not on the initiative of RareStorage or K&L Wines. By entering into this Agreement or by requesting RareStorage to accept delivery of inventory on the Customer’s behalf from K&L Wines, the Customer expressly authorizes and directs RareStorage to receive and hold such inventory subject to the terms of this Section 12 and the remainder of this Agreement. RareStorage’s acceptance of such inventory does not create any obligation, liability, or relationship between RareStorage and K&L Wines with respect to that inventory; title to the inventory remains with the Customer at all times.
RareStorage will not charge the Customer any Storage Charges during the first sixty (60) calendar days following the date on which the Customer’s inventory is physically received and checked in at a RareStorage Facility (the “Complimentary Storage Window”). For clarity, the Complimentary Storage Window is triggered by the date of receipt at the RareStorage Facility, not the date of purchase from K&L Wines. The Customer acknowledges that transit time between the date of purchase and the date of arrival at RareStorage may vary, and that any delay in shipment from K&L Wines does not extend the Complimentary Storage Window beyond sixty (60) days from the date of actual receipt. This complimentary period applies per delivery on a per-order basis. No Storage Charges, handling fees, or administrative fees will accrue during the Complimentary Storage Window, provided that the Customer is not otherwise in breach of this Agreement.
Prior to the expiration of the Complimentary Storage Window, the Customer must take one of the following actions through RareStorage’s proprietary inventory management platform, “Vault,” or by contacting RareStorage directly:
If the Customer has not provided a valid payment method or requested possession of its inventory prior to the end of the sixty (60)-day Complimentary Storage Window, standard Storage Charges will begin to accrue at RareStorage’s then-current prevailing rates commencing on day sixty-one (61). RareStorage will make reasonable, good-faith attempts to contact the Customer during and after the Complimentary Storage Window via the contact information on file, including notifications through the Vault platform, email, and/or phone, to collect payment information and bring the Customer’s account into good standing. RareStorage’s obligation to make collection attempts does not create any obligation to continue storage indefinitely without payment, and accrued Storage Charges remain the obligation of the Customer regardless of whether contact attempts were successful. Accrued Storage Charges on K&L Origin Inventory are subject to waiver only as expressly provided in Section 12(e) and only upon completion of a return of that inventory to K&L Wines.
If, by the one hundred and twentieth (120th) calendar day following the date of receipt of the Customer’s K&L Origin Inventory at the RareStorage Facility, the Customer has not provided a valid payment method and has not requested possession of its inventory, RareStorage will automatically return the K&L Origin Inventory to K&L Wines. This automatic return is the exclusive remedy for delinquent K&L Origin Inventory and RareStorage will not pursue a public or private lien sale of K&L Origin Inventory. Such return shall be at no cost to the Customer for the logistics of the return itself; and any accrued and unpaid Storage Charges for the period between day sixty-one (61) and the date of return will be waived for the Customer. RareStorage will provide the Customer with written notice (via email or through the Vault platform) at least seven (7) days prior to initiating any such return, providing a final opportunity for the Customer to provide a payment method or arrange possession. The Customer expressly authorizes and directs RareStorage to transfer physical possession of delinquent K&L Origin Inventory to K&L Wines as described in this subsection. Any such transfer is a transfer of custody only and does not, by itself, transfer title to the inventory; any subsequent disposition of, or credit or refund for, returned inventory is a matter solely between the Customer and K&L Wines. The waiver of accrued Storage Charges described in this subsection applies only to K&L Origin Inventory actually returned to K&L Wines and becomes effective upon completion of the return; it does not extend to charges attributable to Outside Intake Inventory or to any other amounts due under this Agreement.
For the avoidance of doubt, this Section 12 does not create any agency, partnership, joint venture, or contractual relationship between RareStorage and K&L Wines. K&L Wines is not a party to this Agreement. RareStorage’s obligations under this Section run solely to the Customer. Any disputes between the Customer and K&L Wines regarding the purchase, quality, or delivery of wine are entirely separate matters and shall be resolved directly between the Customer and K&L Wines without involvement of RareStorage.
In the event of the death or legal incapacity of an individual Customer, this Agreement shall remain binding upon the Customer’s estate, legal representative, guardian, conservator, or successor in interest (collectively, “Authorized Representative”). The Authorized Representative must notify RareStorage promptly and in writing, and must provide documentation establishing their authority to act on behalf of the Customer’s estate or person. Acceptable documentation includes, but is not limited to, a certified copy of letters testamentary, letters of administration, a court order establishing guardianship or conservatorship, or a durable power of attorney. RareStorage shall not be required to release, transfer, or take any action with respect to the Customer’s Stored Items until adequate documentation has been received and verified.
During any period between notice of a Customer’s death or incapacity and RareStorage’s receipt of adequate documentation establishing an Authorized Representative, Storage Charges will continue to accrue and RareStorage’s lien rights under Section 9 will remain in full force. RareStorage shall not be liable for any costs, losses, or damages arising from its inability to act during such period.
In addition to the Authorized Representative provisions above, any individual whom the Customer wishes to designate as having access to their RareStorage account, Vault platform, or Stored Items during the Customer’s lifetime must be formally designated in writing and on file with RareStorage prior to any such access being granted. Designations may be submitted through the Vault platform or in writing to RareStorage’s customer service team. RareStorage will not grant account access, release inventory information, or allow physical access to stored inventory to any undesignated third party, regardless of their claimed relationship to the Customer. The Customer may update or revoke any designation at any time in writing. RareStorage assumes no liability for actions taken by any designated individual within the scope of their authorized access.
This Agreement (consisting of the WSLA Form and these Terms and Conditions) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and agreements, whether written or oral.
Should any individual provision of this Agreement be found by a court of competent jurisdiction to be void, unenforceable, or contrary to law, that provision shall be narrowed or reformed only to the extent required for enforceability. The remaining provisions of this Agreement shall continue in full force and shall not be impaired by the severance of the affected provision.
No waiver by either party of any breach or default shall be construed as a waiver of any subsequent breach or default. A waiver must be express and in writing to be effective.
The Customer may not assign, sublet, or transfer this Agreement or any rights hereunder without the prior written consent of RareStorage. RareStorage may assign this Agreement to any successor entity or in connection with a sale of the business or Facility, provided that the assignee assumes all obligations under this Agreement and the Customer is notified in writing.
The parties are independent contractors. Nothing in this Agreement shall create any agency, employment, partnership, joint venture, or fiduciary relationship between the parties.
All notices under this Agreement shall be in writing and delivered by: (i) hand delivery; (ii) nationally recognized overnight courier; (iii) certified mail, return receipt requested; or (iv) email with delivery confirmation, to the addresses set forth in the WSLA Form. Notices are effective upon receipt. Either party may update its notice address by providing written notice to the other party. For all formal legal notices to RareStorage, LLC under this Agreement, the current designated contact is: RareStorage, LLC, 50 Victoria Ave., Suite 203 #150, Millbrae, CA 94030; Email: Support@RareStorage.com. For general account inquiries, service requests, and non-legal correspondence, Customers may also contact RareStorage through the Vault platform or via the contact information published on RareStorage’s website.
The parties may sign this Agreement in separate signature pages or electronic copies. Each signed copy is considered an original, and all copies together form a single binding agreement. Electronic signatures (including those effected through DocuSign or equivalent platforms) shall have the same legal effect as original ink signatures under California law (Cal. Civ. Code § 1633.1 et seq.).
Section headings are for convenience only and shall not affect the interpretation of any provision of this Agreement.
This Agreement shall be binding upon each party’s authorized successors and permitted assigns. Neither party’s rights or obligations under this Agreement may be transferred except as expressly permitted under Section 14(d).
This Agreement is for the exclusive benefit of the parties. Nothing herein is intended to, or shall, create any rights in or obligations to any third party.
Each party represents and warrants that it has full power and authority to enter into this Agreement, that this Agreement has been duly authorized by all necessary organizational action, and that this Agreement constitutes the valid, binding, and enforceable obligation of such party.
Welcome to RareStorage.com. RareStorage LLC is a California limited liability corporation, and offers the following Website and attendant Services, hereinafter referred to as, "(Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference these "Terms and Conditions," govern your use of RareStorage.com, ("RareStorage.com," "Website" or "Service").
Please read these Terms and Conditions carefully before you start to use these Services as they set forth your legal rights and obligations. In particular these terms of service require that you observe certain laws and regulations in all activities undertaken using RareStorage.com.
By using this site you affirm that you are over the age of 21. We make every effort to ensure that alcoholic beverages are not delivered to anyone who is under the age of 21. By using this site you are acknowledging that the recipient of alcoholic beverages from RareStorage.com is over the age of 21.
You affirm that you are legally able to use this Website and Services, and to form a binding contract, in the jurisdiction in which you reside.
You further recognize that laws may differ by country, state, or local jurisdiction, related to the shipping and consumption of alcoholic beverages, you accept responsibility that you are in compliance with all laws before making further use of these Services.
If you cannot agree to these Terms and Conditions, you must not access or use the Website, and discontinue further use.
You accept and agree that the products or features available through this Service may be subject to additional terms and conditions, including Pricing and Shipping policies.
By registering an account to use RareStorage.com, you affirm that you accept these Terms and Conditions and agree to be bound and abide by them.
These General Terms and Conditions (these “Terms and Conditions” or “T&C”) govern the relationship between RareStorage, LLC, a California limited liability company (“Company,” “RareStorage,” “we,” or “us”), and the individual or entity named on the Wine Storage & Logistics Agreement Form (“Customer,” “you,” or “your”). Together, the executed Wine Storage & Logistics Agreement Form (“WSLA Form”) and these Terms and Conditions constitute the “Agreement.” The Agreement sets out the rights and obligations of both parties with respect to the storage, handling, and logistics of the Customer’s wine and other alcoholic beverage inventory at RareStorage’s California storage facilities.
This Agreement supersedes all prior and contemporaneous oral or written representations, understandings, or agreements on the subject matter hereof. No modification to these Terms and Conditions shall be valid or binding unless made in writing and signed by an authorized officer of the Company, except as expressly provided in Section 1 regarding periodic amendments.
These Terms and Conditions are incorporated by reference into the WSLA Form and shall be binding upon Customer from the date Customer executes the WSLA Form (the “Effective Date”). The Company reserves the right to amend these Terms and Conditions from time to time upon no less than thirty (30) days’ prior written notice to the Customer before the commencement of any Renewal Term. Amendments shall take effect at the start of the next applicable Renewal Term. If a Customer neither acknowledges nor objects in writing to an amendment within fifteen (15) days of receipt of notice, the Customer shall be deemed to have accepted such amendment. In the event of any conflict between the WSLA Form and these Terms and Conditions, these Terms and Conditions shall govern, unless the WSLA Form expressly and specifically provides otherwise in a signed writing.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
RareStorage offers Managed Service for the storage of Customer’s Wine at the Facility. The Customer’s selected Service Tier is identified on the WSLA Form. Storage space designated to the Customer shall be used exclusively for storage of Customer’s Wine and for no other purpose.
Under the Managed Service tier, RareStorage shall: (i) receive Customer’s Wine at the Facility free of charge; (ii) open and inspect every incoming box; (iii) perform a detailed bottle-level inventory of all received items and make that inventory available to the Customer through RareStorage’s proprietary inventory management system; (iv) place individual bottles into appropriate storage containers within the Customer’s designated storage locker; and (v) retrieve and return bottles to or from the Customer’s storage locker upon Customer’s written or electronic request.
RareStorage reserves the right to inspect and document the condition of all incoming inventory at the time of receipt at the Facility. This may include, but is not limited to, photographing individual bottles or cases and noting any pre-existing condition issues. A condition report or notation may be made in the Customer’s account record and, where significant issues are identified, may be communicated to the Customer. Documentation of incoming condition is for RareStorage’s operational records and does not constitute an acceptance of liability for pre-existing damage.
RareStorage reserves the right to refuse intake of any bottles or cases that it determines, in its reasonable discretion, are unfit for long-term storage. Conditions that may result in refusal include but are not limited to: severe capsule damage or deterioration, active cork leakage or visible wine seepage, broken or heavily cracked bottles, or any condition presenting a safety or contamination risk to other stored inventory or RareStorage staff. If intake is refused, RareStorage will notify the Customer promptly and the Customer will be responsible for arranging return shipment or alternative disposition of the refused items at the Customer’s expense.
RareStorage will not accept Outside Intake Inventory at any Facility unless the Customer has a valid payment method (credit card) on file with RareStorage at the time of intake. This requirement applies regardless of any complimentary storage period or prior account status. If a Customer does not have a valid payment method on file at the time an Outside Intake Inventory shipment is tendered for receipt, RareStorage reserves the right to refuse acceptance of that shipment and will notify the Customer promptly. The Customer will be responsible for arranging return shipment or alternative disposition of any refused shipment at the Customer’s expense. The credit card on file requirement for Outside Intake Inventory is a condition of service and is not subject to waiver. Accounts that are delinquent and contain Outside Intake Inventory remain subject to RareStorage’s lien rights as described in Section 9 of this Agreement.
Customer Inspection and Claims Window: Upon receipt of any delivery at the Facility, RareStorage will document the incoming condition of the inventory as described above and will notify the Customer of the delivery’s arrival via the Vault platform or by email. The Customer shall have forty-eight (48) hours, or such longer minimum period as may be required by applicable California law, from the time RareStorage sends such notice to raise any written condition claim regarding the state of the inventory as received. Because the Customer is not physically present at check-in, the claim window runs from the date and time of RareStorage’s notice and is based on RareStorage’s documented condition report. Failure to provide written notice of any condition claim to RareStorage within the applicable inspection period shall be deemed the Customer’s acceptance of the inventory in the condition documented by RareStorage at the time of receipt. RareStorage shall have no liability for any condition-based claim not reported within that period, notwithstanding any other limitation period set forth in this Agreement.
The Initial Term is one (1) calendar month. Storage Charges are assessed on a per-bottle basis at RareStorage’s then-current published monthly rate, as posted at rarestorage.com/pages/rates-services. The first Storage Charge will be invoiced and prepaid on the first day of the calendar month following the month in which the Customer’s initial inventory is received at the Facility. Thereafter, this Agreement renews automatically for successive monthly Renewal Terms on the first of each calendar month at then-current rates, so long as Stored Items remain in storage at the end of the last day of the then-current term month. Renewal notices will be provided no fewer than three (3) days prior to the commencement of each new monthly Renewal Term.
“Storage Charges” means all periodic charges based on the Customer’s then-current bottle count and the applicable monthly rate. Storage Charges are prepaid in full at the beginning of each monthly Term and are non-refundable except as expressly provided in Section 10(c)(ii) upon Company-initiated termination. Renewal notices will be provided no fewer than three (3) days prior to the commencement of each new monthly Renewal Term, and payment is due on the first day of each monthly Term.
If the Customer has provided notice of non-renewal but fails to remove all Stored Items by the end of the then-current monthly term, the Agreement shall automatically renew for one additional monthly Renewal Term at the then-current Monthly Storage Charge rate. No administrative surcharge shall apply to a standard monthly rollover. Facility access may be restricted if any payment remains outstanding.
All amounts not paid within ten (10) days of the invoice due date shall incur a late fee of 5% of the total overdue amount. Thereafter, a monthly finance charge of 1.5% per thirty (30)-day cycle (not to exceed the maximum rate permitted by California law) shall accrue on all overdue balances until paid in full. The Company reserves the right to suspend physical and virtual access to the Customer’s account while any amounts remain past due.
The Customer shall maintain a valid payment method on file with RareStorage at all times: a major credit card (Visa, Mastercard, American Express, or Discover), submitted through RareStorage’s PCI DSS-compliant payment processor. By executing the WSLA Form, the Customer authorizes RareStorage to charge the payment method on file for: (i) all Storage Charges at the commencement of each Term or Renewal Term; (ii) late fees and finance charges; (iii) repacking, supply, and labor charges; (iv) Logistics and Logistics Services fees; and (v) any other amounts due under this Agreement. It is the Customer’s responsibility to keep payment information current. RareStorage is not responsible for failed charges resulting from outdated payment information.
Dispute Resolution Prior to Chargeback: Before initiating a chargeback, payment dispute, or reversal with their financial institution or credit card issuer for any charge made pursuant to this Agreement, the Customer agrees to first contact RareStorage in writing and allow RareStorage no less than ten (10) business days to investigate and resolve the disputed charge. If the Customer initiates a chargeback without following this process and RareStorage determines the charge was valid under this Agreement, RareStorage reserves the right to suspend Facility access and pursue recovery of the disputed amount together with reasonable collection costs and attorneys’ fees.
RareStorage may charge for all repacking labor and materials at its current published rates, as posted at rarestorage.com/pages/rates-services. Rates are subject to change at the Company’s discretion upon reasonable notice. Estimates will be provided to the Customer upon request prior to performing any repacking work.
The Customer is responsible for all applicable sales taxes, use taxes, and any other taxes or governmental fees associated with this Agreement. RareStorage will collect and remit applicable California sales or use taxes as required by law and will itemize such charges on invoices. The Customer is solely responsible for any taxes, duties, or obligations related to the Customer’s Wine that arise outside of RareStorage’s direct storage and handling services.
RareStorage or its authorized affiliates may coordinate the pick-up, transport, and delivery of Customer’s Wine from an origin location (“Origin”) to a destination location (“Destination”) as part of its Logistics Services. All Logistics Services are subject to the terms of this Section 6 in addition to all other applicable provisions of this Agreement.
Once Customer’s Wine is tendered to a Common Carrier (e.g., FedEx, UPS, GLS, or any other third-party courier), RareStorage has no further control over, and accepts no responsibility or liability for, any loss, damage, theft, delay, misdelivery, temperature excursion, or other harm occurring while the Stored Items are in the carrier’s possession. RareStorage strongly recommends that the Customer purchase the carrier’s declared value or insurance offering at the time of each shipment. Because RareStorage is listed as the shipper of record with Common Carriers, the Customer’s carrier insurance or declared value coverage must be purchased through RareStorage at the time of the shipping request. In the event of a loss, damage, or non-delivery claim, RareStorage will make reasonable efforts to file and pursue a claim with the carrier on the Customer’s behalf where RareStorage determines it is eligible to do so. RareStorage cannot guarantee the outcome of any carrier claim and bears no financial liability for any unrecovered loss, regardless of whether a claim is filed or the result of any claim determination. Any proceeds recovered from a carrier claim will be passed through to the Customer, net of any reasonable administrative costs incurred by RareStorage in pursuing the claim.
Additional carrier-related charges may apply beyond the base shipping rate, including but not limited to: address correction or change fees, returned or undeliverable package fees, carrier or service level changes requested after a shipment has been initiated, ice pack or temperature-protection material requests, and other accessorial fees assessed by the carrier or required to fulfill the shipment. These charges will be passed through to the Customer and added to the Customer’s account. A current schedule of applicable rates and fees is available at rarestorage.com/pages/rates-services.
Where RareStorage does not pack the wine for consolidated shipping, the Customer is solely responsible for ensuring that all items are packed appropriately for transport, consolidated into the minimum number of boxes possible, and clearly labeled. RareStorage is not liable for breakage or damage caused by inadequate Customer packaging.
The following inventory discrepancy standards apply to Logistics Services:
Title to Customer’s Wine remains vested in the Customer at all times during Logistics Services. Where necessary for facilitation of logistics, RareStorage or its affiliates may temporarily take physical possession or custody of the Stored Items without acquiring any ownership interest therein.
The Customer may request will call pickup of specific inventory items from one of RareStorage’s approved will call pickup locations. Will call pickup is subject to location availability, which will be confirmed by RareStorage in writing. Approved pickup locations and any associated scheduling requirements will be communicated to the Customer at the time of the request.
Identification and Authorization: Pickup must be completed by the Customer of record or by a designated representative who has been named in writing by the Customer and whose authorization is on file with RareStorage prior to the pickup date. At the time of pickup, the individual collecting the inventory must present a valid, government-issued photo identification. In accordance with applicable alcoholic beverage laws, all individuals collecting inventory must be at least twenty-one (21) years of age. RareStorage staff reserve the right to request and verify identification and to refuse release of inventory to any person who cannot satisfy these requirements, regardless of any prior authorization on file.
Once RareStorage has confirmed availability and the inventory has been made ready for pickup, the Customer has sixty (60) calendar days to complete the will call pickup (the “Pickup Window”). The Customer is responsible for coordinating pickup within the Pickup Window. If the Customer has not completed pickup of the designated inventory by the end of the Pickup Window, the inventory will be returned to the Customer’s active RareStorage account. All costs associated with the return of inventory to the Customer’s account, including any applicable handling, transportation, and repacking fees, shall be borne by the Customer and charged to the payment method on file. Standard Storage Charges for the returned inventory will become due immediately upon return to the Customer’s account and will be billed in accordance with the Customer’s then-current Service Tier and Term.
Inspection at Pickup: The Customer or their designated representative is encouraged to inspect the condition of all inventory at the time of will call pickup. Any condition claims arising from the state of inventory at the time of pickup must be raised in writing with RareStorage within forty-eight (48) hours, or such longer minimum period as may be required by applicable California law, from the time of collection. Failure to provide written notice of any condition claim to RareStorage within the applicable inspection period shall be deemed the Customer’s acceptance of the inventory in the condition delivered or made available for pickup. RareStorage shall have no liability for any condition-based claim not reported within that period.
Ownership of all Stored Items belongs exclusively to the Customer throughout the duration of this Agreement. RareStorage’s physical custody of the Customer’s Wine does not, under any circumstances, transfer title, create a security interest on behalf of RareStorage, or imply any ownership claim by RareStorage, except as specifically set forth in Section 9 regarding lien rights.
RareStorage and its authorized agents retain the right at all times during the Term to inspect Customer’s Wine for the purpose of: (i) verifying the integrity of packaging and containers; (ii) conducting inventory audits; (iii) identifying items that pose a safety, legal, or regulatory risk; and (iv) identifying items that must be repacked per Section 5(c). Inspections will be conducted with reasonable care and respect for the Customer’s property.
RareStorage does not offer, broker, or provide insurance coverage of any kind on Customer wine collections or Stored Items. The Customer assumes all risk of loss, damage, or destruction of Customer’s Wine while stored at the Facility or in transit, except as may arise from RareStorage’s gross negligence or willful misconduct. It is entirely the Customer’s responsibility to obtain and maintain an appropriate third-party insurance policy covering their wine, beer, and/or spirits collection, or to elect to self-insure. RareStorage strongly recommends that all Customers consult with a licensed insurance professional regarding coverage options for fine wine and collectibles.
In accordance with applicable California law, RareStorage is not liable for breakage of Customer inventory occurring while in storage at the Facility or in transit via Common Carrier, except where such breakage is directly and solely attributable to RareStorage’s gross negligence or willful misconduct. This limitation applies regardless of cause, including but not limited to seismic activity, temperature fluctuation, carrier mishandling, or incidental contact during normal warehouse operations.
The Customer acknowledges and agrees that no representation by RareStorage or its employees regarding the safety, security, or condition of Stored Items shall be construed as an offer or guarantee of insurance coverage. RareStorage’s liability for any loss, damage, or destruction of Stored Items is limited as set forth in Section 8(b) of this Agreement.
To the fullest extent permitted by California Law, in no event shall RareStorage, LLC, its members, managers, officers, employees, agents, or affiliates, be liable to the customer for any: (I) indirect, incidental, special, exemplary, consequential, or punitive damages of any kind; (II) loss of profits, loss of revenue, or loss of business opportunity; or (III) diminution in value of wine attributable to market fluctuation or natural aging. In all cases, RareStorage’s total aggregate liability for any claim arising under or related to this agreement shall not exceed the documented fair market value of the specific stored items directly affected, as established by verifiable purchase records or independent appraisal. The customer acknowledges that RareStorage does not offer insurance and that any recovery is subject to this cap regardless of whether the customer has obtained third-party insurance coverage.
RareStorage shall not be liable for any failure or delay in performing its obligations under this Agreement arising from a Force Majeure Event, provided that RareStorage: (i) notifies the Customer promptly upon the occurrence of such event; (ii) takes all commercially reasonable steps to mitigate the effects on stored inventory; and (iii) resumes performance as soon as reasonably practicable. In the event of a prolonged Force Majeure Event (exceeding sixty (60) days), either party may terminate the Agreement with immediate written notice without further liability, except that RareStorage shall pro-rate and refund any pre-paid Storage Charges for the unused portion of the then-current Term.
The Customer shall indemnify, defend, and hold harmless RareStorage, its members, managers, employees, agents, and their respective successors and assigns (collectively, “Indemnitees”), from and against any and all claims, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) the Customer’s use of the Facility; (ii) the Customer’s breach of any representation, warranty, or obligation under this Agreement; (iii) negligent or intentional acts of the Customer or the Customer’s agents at the Facility; (iv) any claim by a third party (including insurers asserting subrogation) arising from the Customer’s Stored Items; or (v) the Customer’s violation of any applicable law or regulation. This indemnification shall not apply to losses caused by RareStorage’s own gross negligence or willful misconduct.
RareStorage shall have and hereby retains a possessory lien under California Commercial Code § 7209 (and any successor provisions) on all of Customer’s Wine and other personal property of the Customer stored at the Facility, as security for all amounts due under this Agreement. This lien applies to all charges, including Storage Charges, late fees, finance charges, repacking fees, and any other sums owed by the Customer.
The Customer shall be in default under this Agreement upon: (i) failure to pay any amount due within ten (10) days of the due date; (ii) breach of any material provision of this Agreement; (iii) the filing of a voluntary or involuntary bankruptcy petition by or against the Customer; or (iv) the Customer’s violation of any applicable law in connection with its Stored Items. Upon default, RareStorage shall deliver written notice to the Customer’s last known address. Upon receipt of a default notice, the Customer shall have sixty (60) calendar days to remedy the identified default or breach to RareStorage’s reasonable satisfaction. Timely cure within this period will be deemed to reinstate the Agreement in good standing.
If a default remains uncured after the sixty (60)-day cure period, RareStorage may, in its sole discretion: (i) terminate this Agreement immediately; (ii) deny the Customer all access to the Facility; (iii) exercise its lien rights in accordance with this Section and applicable California law; and (iv) pursue any other legal or equitable remedy available. The Customer shall remain liable for any deficiency between the sale proceeds and the total amounts owed to RareStorage, including costs and reasonable attorneys’ fees.
Delinquency Enforcement — Inventory Origin: The remedy available to RareStorage upon an uncured default depends on the origin of the delinquent inventory, as follows:
Lien Sale Process: Before selling any Outside Intake Inventory to satisfy the lien, RareStorage shall provide the Customer with written notice of the intended sale sent to the Customer’s last known mailing address and email address on file. Such notice shall: (A) identify the Stored Items subject to the lien sale; (B) state the total amount due, including all charges, fees, and costs; (C) specify a date no fewer than fourteen (14) calendar days after the date the notice is sent by which the Customer may satisfy the lien in full to prevent the sale; and (D) describe the manner in which the sale will be conducted. If the Customer does not satisfy the lien in full by the date specified, RareStorage may proceed to sell the Stored Items by public or private sale in a commercially reasonable manner and shall apply the net proceeds first to all costs of the sale, then to the outstanding amounts owed to RareStorage. Any surplus proceeds following full satisfaction of all amounts due shall be remitted to the Customer. RareStorage shall conduct any such sale in compliance with California Commercial Code §7210 and other applicable provisions of California law governing warehouse liens.
Any personal property of the Customer left at the Facility (other than Stored Items subject to the lien) for more than sixty (60) days after the termination of this Agreement and following written notice shall be deemed abandoned. RareStorage may dispose of such property in any lawful manner and shall have no liability therefor.
If the Customer elects not to renew this Agreement at the end of any Term, the Customer must provide written notice to RareStorage no less than seven (7) days prior to the end of the applicable Term and must remove all Stored Items from the Facility on or before the last day of that Term. Storage Charges are non-refundable. Failure to timely remove Stored Items will result in holdover charges as described in Section 4(c).
If the Customer terminates this Agreement prior to the end of the Initial Term or any Renewal Term for reasons other than a material breach by RareStorage, all prepaid Storage Charges for the unexpired Term are forfeited and non-refundable. The Customer must remove all Stored Items within ten (10) business days of the termination date. Any Stored Items not removed within that period shall be subject to holdover charges.
RareStorage may terminate this Agreement for any reason upon thirty (30) days’ written notice (or immediately upon an uncured default under Section 9). Upon termination by RareStorage other than for Customer’s breach, RareStorage shall: (i) ship the Customer’s Wine to the Customer’s last-known address at the Customer’s expense unless the Customer provides written alternative instructions within fifteen (15) business days of receiving notice; and (ii) issue a pro-rated refund of prepaid Storage Charges for the unused portion of the Term, calculated on a 365-day basis. Any refund issued under this subsection is a refund of fees paid to RareStorage for storage fees only, shall not exceed amounts actually paid by the Customer, and shall be issued to the Customer’s original payment method. If the Customer fails to provide alternative instructions and the Customer’s Wine cannot reasonably be shipped or delivered to the Customer’s last-known address, the Stored Items shall remain subject to Storage Charges and to the lien, custody, and abandoned-property provisions of Section 9.
Termination of this Agreement shall not affect any accrued rights or obligations of either party. All provisions relating to limitation of liability, indemnification, lien rights, dispute resolution, and governing law shall survive termination.
Any refund issued by RareStorage under this Agreement is a refund of amounts actually paid by the Customer for storage, logistics, or related services, and in no event shall any refund exceed the amounts actually paid by the Customer. Refunds will be issued to the Customer’s original payment method. A Customer who is dissatisfied with the Services may request a refund by contacting RareStorage in writing, and RareStorage may grant any such request in its reasonable discretion. RareStorage does not sell alcoholic beverages, and no refund, waiver, credit, or other accommodation provided under this Agreement constitutes, or shall be construed as, a premium, gift, free goods, or other thing of value given in connection with the sale or distribution of alcoholic beverages within the meaning of California Business and Professions Code § 25600. If any refund or other remedy provided under this Agreement would violate applicable alcoholic beverage law, RareStorage may modify the form or manner of such refund or remedy to the minimum extent necessary to comply with such law.
RareStorage acknowledges that the Customer’s inventory records, storage quantities, and wine valuations constitute confidential commercial information. RareStorage agrees not to disclose such information to any third party except: (i) as required by applicable law, subpoena, or court order; (ii) to RareStorage’s professional advisors under a duty of confidentiality; (iii) to RareStorage’s parent company, Barrel Reserve Technologies, and its subsidiaries and affiliated entities, for purposes of platform operations, business intelligence, service improvement, and internal reporting, subject to confidentiality obligations no less protective than those set forth herein; or (iv) with the Customer’s prior written consent. The Customer hereby acknowledges and consents to the sharing of their account details and collection inventory information with Barrel Reserve Technologies and its subsidiaries as described in this subsection.
RareStorage collects and processes Customer personal information solely for purposes related to performing this Agreement. As a business subject to the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), RareStorage maintains a Privacy Policy (available at RareStorage’s website or upon request) that describes the categories of personal information collected, the purposes for collection, and the Customer’s rights with respect to that information. By executing the WSLA Form, the Customer acknowledges having received or been directed to RareStorage’s Privacy Policy. RareStorage does not sell Customer personal information to third parties.
The Customer acknowledges that the Facility operates security cameras and electronic access control systems. Access activity and security footage are retained for RareStorage’s security and operational purposes and are not disclosed to the Customer except as required by law.
RareStorage provides Customers with access to its proprietary inventory management and account portal, “Vault,” as a convenience to facilitate inventory tracking, shipping requests, payment management, and account communications. The Vault platform is provided on an “as-is” basis. RareStorage does not warrant that Vault will be available without interruption, free of errors, or accessible at all times. Scheduled and unscheduled maintenance, technical issues, or events outside RareStorage’s reasonable control may result in temporary unavailability of the platform. RareStorage is not liable for any loss, inconvenience, or missed deadlines arising from platform downtime or inaccessibility. In the event that Vault is unavailable, Customers may contact RareStorage directly by phone or email to submit requests, provide payment information, or otherwise fulfill their obligations under this Agreement. RareStorage reserves the right to modify, update, or discontinue features of the Vault platform at any time with reasonable prior notice to the Customer.
From time to time, RareStorage, LLC may receive customer-owned wine inventory directly from K&L Wines, a retail wine merchant. Any such delivery is made solely at the direction and request of the Customer and not on the initiative of RareStorage or K&L Wines. By entering into this Agreement or by requesting RareStorage to accept delivery of inventory on the Customer’s behalf from K&L Wines, the Customer expressly authorizes and directs RareStorage to receive and hold such inventory subject to the terms of this Section 12 and the remainder of this Agreement. RareStorage’s acceptance of such inventory does not create any obligation, liability, or relationship between RareStorage and K&L Wines with respect to that inventory; title to the inventory remains with the Customer at all times.
RareStorage will not charge the Customer any Storage Charges during the first sixty (60) calendar days following the date on which the Customer’s inventory is physically received and checked in at a RareStorage Facility (the “Complimentary Storage Window”). For clarity, the Complimentary Storage Window is triggered by the date of receipt at the RareStorage Facility, not the date of purchase from K&L Wines. The Customer acknowledges that transit time between the date of purchase and the date of arrival at RareStorage may vary, and that any delay in shipment from K&L Wines does not extend the Complimentary Storage Window beyond sixty (60) days from the date of actual receipt. This complimentary period applies per delivery on a per-order basis. No Storage Charges, handling fees, or administrative fees will accrue during the Complimentary Storage Window, provided that the Customer is not otherwise in breach of this Agreement.
Prior to the expiration of the Complimentary Storage Window, the Customer must take one of the following actions through RareStorage’s proprietary inventory management platform, “Vault,” or by contacting RareStorage directly:
If the Customer has not provided a valid payment method or requested possession of its inventory prior to the end of the sixty (60)-day Complimentary Storage Window, standard Storage Charges will begin to accrue at RareStorage’s then-current prevailing rates commencing on day sixty-one (61). RareStorage will make reasonable, good-faith attempts to contact the Customer during and after the Complimentary Storage Window via the contact information on file, including notifications through the Vault platform, email, and/or phone, to collect payment information and bring the Customer’s account into good standing. RareStorage’s obligation to make collection attempts does not create any obligation to continue storage indefinitely without payment, and accrued Storage Charges remain the obligation of the Customer regardless of whether contact attempts were successful. Accrued Storage Charges on K&L Origin Inventory are subject to waiver only as expressly provided in Section 12(e) and only upon completion of a return of that inventory to K&L Wines.
If, by the one hundred and twentieth (120th) calendar day following the date of receipt of the Customer’s K&L Origin Inventory at the RareStorage Facility, the Customer has not provided a valid payment method and has not requested possession of its inventory, RareStorage will automatically return the K&L Origin Inventory to K&L Wines. This automatic return is the exclusive remedy for delinquent K&L Origin Inventory and RareStorage will not pursue a public or private lien sale of K&L Origin Inventory. Such return shall be at no cost to the Customer for the logistics of the return itself; and any accrued and unpaid Storage Charges for the period between day sixty-one (61) and the date of return will be waived for the Customer. RareStorage will provide the Customer with written notice (via email or through the Vault platform) at least seven (7) days prior to initiating any such return, providing a final opportunity for the Customer to provide a payment method or arrange possession. The Customer expressly authorizes and directs RareStorage to transfer physical possession of delinquent K&L Origin Inventory to K&L Wines as described in this subsection. Any such transfer is a transfer of custody only and does not, by itself, transfer title to the inventory; any subsequent disposition of, or credit or refund for, returned inventory is a matter solely between the Customer and K&L Wines. The waiver of accrued Storage Charges described in this subsection applies only to K&L Origin Inventory actually returned to K&L Wines and becomes effective upon completion of the return; it does not extend to charges attributable to Outside Intake Inventory or to any other amounts due under this Agreement.
For the avoidance of doubt, this Section 12 does not create any agency, partnership, joint venture, or contractual relationship between RareStorage and K&L Wines. K&L Wines is not a party to this Agreement. RareStorage’s obligations under this Section run solely to the Customer. Any disputes between the Customer and K&L Wines regarding the purchase, quality, or delivery of wine are entirely separate matters and shall be resolved directly between the Customer and K&L Wines without involvement of RareStorage.
In the event of the death or legal incapacity of an individual Customer, this Agreement shall remain binding upon the Customer’s estate, legal representative, guardian, conservator, or successor in interest (collectively, “Authorized Representative”). The Authorized Representative must notify RareStorage promptly and in writing, and must provide documentation establishing their authority to act on behalf of the Customer’s estate or person. Acceptable documentation includes, but is not limited to, a certified copy of letters testamentary, letters of administration, a court order establishing guardianship or conservatorship, or a durable power of attorney. RareStorage shall not be required to release, transfer, or take any action with respect to the Customer’s Stored Items until adequate documentation has been received and verified.
During any period between notice of a Customer’s death or incapacity and RareStorage’s receipt of adequate documentation establishing an Authorized Representative, Storage Charges will continue to accrue and RareStorage’s lien rights under Section 9 will remain in full force. RareStorage shall not be liable for any costs, losses, or damages arising from its inability to act during such period.
In addition to the Authorized Representative provisions above, any individual whom the Customer wishes to designate as having access to their RareStorage account, Vault platform, or Stored Items during the Customer’s lifetime must be formally designated in writing and on file with RareStorage prior to any such access being granted. Designations may be submitted through the Vault platform or in writing to RareStorage’s customer service team. RareStorage will not grant account access, release inventory information, or allow physical access to stored inventory to any undesignated third party, regardless of their claimed relationship to the Customer. The Customer may update or revoke any designation at any time in writing. RareStorage assumes no liability for actions taken by any designated individual within the scope of their authorized access.
This Agreement (consisting of the WSLA Form and these Terms and Conditions) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and agreements, whether written or oral.
Should any individual provision of this Agreement be found by a court of competent jurisdiction to be void, unenforceable, or contrary to law, that provision shall be narrowed or reformed only to the extent required for enforceability. The remaining provisions of this Agreement shall continue in full force and shall not be impaired by the severance of the affected provision.
No waiver by either party of any breach or default shall be construed as a waiver of any subsequent breach or default. A waiver must be express and in writing to be effective.
The Customer may not assign, sublet, or transfer this Agreement or any rights hereunder without the prior written consent of RareStorage. RareStorage may assign this Agreement to any successor entity or in connection with a sale of the business or Facility, provided that the assignee assumes all obligations under this Agreement and the Customer is notified in writing.
The parties are independent contractors. Nothing in this Agreement shall create any agency, employment, partnership, joint venture, or fiduciary relationship between the parties.
All notices under this Agreement shall be in writing and delivered by: (i) hand delivery; (ii) nationally recognized overnight courier; (iii) certified mail, return receipt requested; or (iv) email with delivery confirmation, to the addresses set forth in the WSLA Form. Notices are effective upon receipt. Either party may update its notice address by providing written notice to the other party. For all formal legal notices to RareStorage, LLC under this Agreement, the current designated contact is: RareStorage, LLC, 50 Victoria Ave., Suite 203 #150, Millbrae, CA 94030; Email: Support@RareStorage.com. For general account inquiries, service requests, and non-legal correspondence, Customers may also contact RareStorage through the Vault platform or via the contact information published on RareStorage’s website.
The parties may sign this Agreement in separate signature pages or electronic copies. Each signed copy is considered an original, and all copies together form a single binding agreement. Electronic signatures (including those effected through DocuSign or equivalent platforms) shall have the same legal effect as original ink signatures under California law (Cal. Civ. Code § 1633.1 et seq.).
Section headings are for convenience only and shall not affect the interpretation of any provision of this Agreement.
This Agreement shall be binding upon each party’s authorized successors and permitted assigns. Neither party’s rights or obligations under this Agreement may be transferred except as expressly permitted under Section 14(d).
This Agreement is for the exclusive benefit of the parties. Nothing herein is intended to, or shall, create any rights in or obligations to any third party.
Each party represents and warrants that it has full power and authority to enter into this Agreement, that this Agreement has been duly authorized by all necessary organizational action, and that this Agreement constitutes the valid, binding, and enforceable obligation of such party.