Last Updated: December 19, 2024

This Reservation Agreement (these “Terms” or “Agreement”) governs the placing of a reservation (“Reservation”) with Holcomb Camp, LLC (“Holcomb” or “we” or “us”) for a membership at Holcomb Valley Ranch which entitles you to space on the ranch for your cabin (“Membership”).  Please read all of these Terms carefully before submitting your Reservation. By submitting your Reservation, you agree to be legally bound by these Terms.

PLEASE READ THIS AGREEMENT CAREFULLY.  IT CONTAINS A BINDING ARBITRATION AGREEMENT AND IT AFFECTS YOUR AND HOLCOMB’S RIGHTS, INCLUDING THE RIGHT TO SUE IN COURT OR JOIN A CLASS ACTION.

1. No Obligations

Each Reservation you submit acts as a deposit for Membership at Holcomb Valley Ranch. You are under no obligation to purchase Membership from us, and we are under no obligation to supply you with a Membership.

These Terms do not constitute an agreement for the sale of a Membership or cabin and do not lock in pricing, a firm production slot, a firm delivery date, a specific design or a specific lot. To complete the purchase of a Membership, you will need to execute Holcomb’s standard Membership Agreement at which time you will also need to execute a separate agreement to purchase a cabin (the “Cabin Purchase Agreement”)  which will include additional terms and conditions including the final price sheet for the cabin you ultimately select (“Your Selected Cabin”).  Your Selected Cabin will be registered with the California Department of Motor Vehicles as a “park model trailer.” The Cabin Purchase Agreement will be made with another entity at which time additional payment for Your Selected Cabin, including deposits, taxes and other government fees, etc., will be required. The purchasing of Your Selected Cabin under a Cabin Purchase Agreement from the dealer/manufacturer identified by Holcomb is a condition and requirement to receiving and maintaining a Membership at Holcomb Valley Ranch.

We may decline Reservations to avoid over-subscription or as we deem appropriate in our sole discretion. If your Reservation is declined, you will be notified and your Reservation payment will be refunded.

2. Reservation Eligibility: Age and Residency; Entity Reservations

You must be at least 18 years of age and a resident of the United States to Reserve a Membership. By agreeing to these Terms, you represent and warrant to us that you are at least 18 years of age and a resident of the United States. If you are Reserving a Membership on behalf of a company, organization or entity (an “Entity”) located in the United States, you represent and warrant that you have the authority to bind that Entity to these Terms and such Entity agrees to be bound by these Terms.

3. Registration

When placing a Reservation for a Membership, you represent and warrant that all information provided is accurate, and it is your responsibility to keep this information current at any time by emailing members@holcombvalleyranch.com. Holcomb shall not be liable for inaccurate or outdated information.

4. Payment

You will be charged the fee indicated (the “Reservation Fee”) when you place your Reservation. Placing a Reservation constitutes your express agreement to be charged the Reservation Fee using your provided payment method. Your payment will be held by Holcomb in a separate account designated solely for Reservations and released for application towards the final sales price of your Membership when you execute the Membership Agreement. Payment for your cabin is not required as part of this Reservation Agreement but will be required at a future date upon signing the Cabin Purchase Agreement.

5. No Guarantee of Delivery Date

You are Reserving a Membership which does not guarantee a specific model, features, options or lot associated with a future cabin purchase. There is no guarantee as to delivery date of Your Selected Cabin based on your Reservation; however, we will endeavor to effectuate your Membership in the order your Reservation was made.

6. Cancellation/Refund

You may cancel your Reservation and receive a full refund of your Reservation Fee at any time by sending an email to members@holcombvalleyranch.com. You will receive your refund within approximately 5-10 business days. Holcomb may cancel your Reservation at any time and will issue a full refund of your Reservation Fee to the address on file.

7. Site Layout and Cabin Model and Configuration

You understand that we have not completed the development of the site and Your Selected Cabin has not begun to be manufactured or installed at the time this Reservation Agreement is signed. Your Selected Cabin will be manufactured after you’ve signed a Cabin Purchase Agreement at a future date. By signing this Reservation Agreement, you represent and warrant to us that you understand that the site layout and cabin design and configuration may change prior to execution of any Membership Agreement and Cabin Purchase Agreement.

8. Privacy and Terms of Use

The data Holcomb and/or its affiliates collects from you or about Your Selected Cabin will be used in accordance with our General Terms which is incorporated herein by reference and available on our website at holcombvalleyranch.com/legal/terms. Please read our General Terms carefully to understand the data that we collect and our practices regarding your information and how it will be treated. If you have questions regarding our General Terms, you should contact us by email at members@holcombvalleyranch.com.

9. Force Majeure

The obligations of you and Holcomb under this Agreement (other than your payment obligations) will be suspended to the extent that such party is wholly or partially precluded from complying with its obligations under this Agreement by force majeure. Force majeure includes, but is not restricted to, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, outbreak, epidemic, public health emergency, quarantine restriction, labor dispute, labor shortage, transportation embargo or failure, curtailment or delay in transportation, act of God, act (including laws, regulations, orders, advisories, disapprovals or failure to approve) of any government or public health agency or authority, whether national, statewide, municipal, or otherwise, or any other event or circumstance beyond such party’s control.

10. Severability

If any competent legal authority determines any provision, or portion of this Agreement, to be illegal or unenforceable, the remainder of this Agreement will remain in full force and effect and the unenforceable provision shall be deemed to be modified solely to the extent necessary to make it enforceable.

11. Modification

This Agreement may not be modified, altered or amended unless expressly agreed to in writing signed by Holcomb.

12. No Waivers

The failure by Holcomb to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Holcomb.

13. Assignment

You may not assign your rights under these Terms without our express prior consent. Holcomb may assign these Terms or your Reservation Fee in our discretion without your consent. Any assignment in violation of this Agreement will be null and void.

14. Limitation of Liability

No Consequential, Exemplary/Punitive or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL HOLCOMB OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL HOLCOMB’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO HOLCOMB PURSUANT TO THIS AGREEMENT.

15. Dispute Resolution—Arbitration Agreement and Class Action Waiver

Binding Arbitration. To the fullest extent permitted by applicable law and except for small claims or if you choose to opt-out as provided below, this Section governs all Disputes between you and Holcomb. The term “Dispute” is to be given the broadest possible meaning that will be enforced and means any dispute, demand, claim, or controversy of any kind between you and Holcomb, whether based in contract, tort, statute, or otherwise, including but not limited to any claim for fraud, false advertising, misrepresentation, strict products liability, negligence, breach of contract, breach of express or implied warranties, or violations of consumer protection, privacy or data security laws, that arises out of or in any way relates to (1) this Agreement; (2) our relationship (including any such relationship with affiliate third parties who did not sign this Agreement); (3) the purchase, sale, condition, design, or manufacturing of the cabin; (4) Holcomb products or services; (5) advertising and other communications between you and Holcomb; and as applicable, (6) your credit application. You and Holcomb agree to resolve all Disputes by binding arbitration conducted by ADR Services, Inc., in the City of Los Angeles, California. You and we understand that we are both waiving our rights to go to court (other than small claims court, as provided below), to present our claims to a jury and to have claims resolved by a jury trial, and also that judicial appeal rights, if any, are more limited in arbitration than they would be in court.  

Confidentiality. Arbitrations conducted under this Section shall be kept strictly confidential. Neither you or Holcomb may disclose the fact that an arbitration exists or is proceeding, the nature or content of the Dispute(s), all documents exchanged in connection with the arbitration, all testimony (including transcripts of testimony, if any) that is given in the arbitration proceeding, or the results of any arbitration award. This paragraph shall not prevent disclosure of the arbitration proceedings: (1) as may be required by law or court order; (2) as may be required to judicially challenge or enforce an arbitration award; (3) as may be required to assist your or Holcomb’s legal counsel, financial advisors, or accountants—provided that such individuals are also bound by this Section; (4) as may be required to disclose to existing or future shareholders, existing or potential insurers or reinsurers, existing or potential investors, existing or potential lenders, or existing or potential purchasers; or (5) if you and Holcomb provide prior written consent. Notwithstanding anything to the contrary, this paragraph shall not apply to claims where confidentiality clauses are made illegal under state or federal law. The arbitrator shall have jurisdiction to hear any disputes over a breach of this Section and shall have authority to fashion an appropriate remedy. The arbitrator shall retain jurisdiction to enforce this Section after arbitration has ended.  

Initial Dispute Resolution Requirement. Most disputes can be resolved without resort to arbitration or small claims court. For any Dispute, you and we agree that before taking any formal action to initiate arbitration or a small claims suit we will contact the other in an attempt to resolve the Dispute. You will contact us at members@holcombvalleyranch.com and provide a brief, written description of the Dispute and your contact information (including your Holcomb ID, if you have one). We will contact you at your contact information on file with Holcomb. You and Holcomb agree to use reasonable efforts to settle any Dispute directly and good faith negotiations shall be a pre-condition to either party initiating a small claims suit or arbitration.

Filing a Demand for Arbitration. If the parties do not reach an agreed-upon solution within a period of 60 days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration. In order to initiate arbitration, you must file an arbitration demand with ADR Services, Inc. You can find information about ADR Services, Inc. and file your arbitration demand at https://www.adrservices.com/. You are also required to send a copy of the arbitration demand to us and you should send it by email to: members@holcombvalleyranch.com.

Fees & Costs.  The parties will equally share of the arbitration fees and costs between you and Holcomb. You are responsible for your own attorneys’ fees unless applicable law provides otherwise.

Arbitration Location and Procedure. Arbitration shall be initiated and take place in the City of Los Angeles unless you and Holcomb agree otherwise. If your claim does not exceed $25,000, then the arbitration will be conducted solely on the basis of documents you and Holcomb submit to the arbitrator. If your claim exceeds $25,000, you and Holcomb may agree to conduct arbitration by videoconference or teleconference or conduct a document-only arbitration without any hearing. The arbitrator will have discretion to require a telephonic or face-to-face hearing for any claim upon the request of a party.  

Applicable Law. You and Holcomb agree that both the substantive and procedural provisions of the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), shall govern the subject matter, formation, procedure, and enforcement of this Section. The statute of limitations laws, including statutes of repose, without regard to choice or conflict of law principles, will apply to any claims brought in arbitration.

Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Section, including but not limited to any claim that all or any part of this Section is void or voidable. The arbitrator shall also have exclusive authority to resolve all threshold issues of arbitrability, including whether a Dispute is subject to arbitration, issues relating to whether this Section is applicable, unconscionable, or illusory, and any defense to arbitration, including waiver, delay, laches, or estoppel. However, the parties agree that any issue concerning the validity of the class action waiver below must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver. The arbitrator shall be empowered to grant whatever relief would be available to you in your individual capacity in a court under law or in equity, including public injunctive relief. The arbitrator’s award shall be written and shall be binding on you and Holcomb. To preserve the confidentiality of the arbitration proceedings, the arbitrator’s award shall not be entered as judgment in a court of law, unless you or Holcomb fail to voluntarily satisfy the arbitration award within sixty (60) days after the arbitration award has been rendered.

Class Action Waiver. The parties further agree that the arbitration shall be conducted in each party’s respective individual capacity only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND HOLCOMB AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, NEITHER YOU NOR HOLCOMB WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CONSUMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If a court (after exhaustion of all appeals) declares any of this Class Action Waiver unenforceable, then all other aspects of the case must be arbitrated first. After completing arbitration, the remaining (non-arbitrable) aspects of the case will then be decided by a court.

Small Claims Court. Subject to the Initial Dispute Resolution Requirement, either party may bring an individual action in small claims court consistent with the jurisdictional limits that apply to that forum.

Severability. If any arbitrator or court determines that any part of this Section 15, Dispute Resolution – Arbitration and Class Action Waiver is illegal or unenforceable, then such part will be eliminated and the remainder of Section 15 Dispute Resolution – Arbitration and Class Action Waiver will remain in force and effect and the unenforceable part shall be deemed to be modified solely to the extent necessary to make it enforceable.

Survival. This Section 15 Dispute Resolution – Arbitration and Class Action Waiver shall survive the end of this Agreement and/or your relationship with Holcomb, including the end of any promotion or contest, opt-out of communication or other use or participation in any Holcomb Product or Service.

Choice of Forum. Any Dispute(s) deemed not subject to arbitration shall be litigated exclusively by either party in the United States District Court for the Central District of California. If the United States District Court for the Central District of California lacks subject matter jurisdiction, then any Dispute(s) deemed not subject to arbitration shall be litigated exclusively by either party in the Superior Court of the State of California in the County of Los Angeles.

By agreeing to this Reservation Agreement, you acknowledge and agree to the terms and conditions of this Section 15 Dispute Resolution – Arbitration and Class Action Waiver.

16. Choice of Law

This Agreement, its subject matter and its formation, and any related non-contractual disputes or claims, are governed by the laws of California, without regard to choice or conflict of law principles, except as otherwise provided in the Arbitration Agreement.  

17. Third Party Beneficiaries

Holcomb Camp LLC’s subsidiaries and affiliates shall be entitled to rely upon, shall be express third party beneficiaries of, and shall be entitled to enforce, the provisions of these Terms, including without limitation, the Dispute Resolution – Arbitration Agreement and Class Action Waiver.

18. Text Messages, Notifications, and Telephone Calls

By agreeing to this Agreement, you understand that by providing your wireless telephone number(s) and email address(es) now or in the future, you consent to being contacted at those numbers or addresses with non-marketing information about your Membership or cabin, such as reminders and appointments. You understand and agree that by providing your wireless telephone number you are consenting to receive calls or texts at that number. You also consent to receiving emails to any email address(es) you provide. You further understand and agree that these communications may contain your non-public information. You explicitly confirm that this consent covers the use of these contact methods to call or send text messages to the wireless telephone number(s) and to send text or email messages to the email address(es) you provide, for which you may incur a charge. Separately, we may seek your prior express written consent for marketing text messages or telephone calls. For all communications, you can control permission for calls, texts or push notifications by contacting members@holcombvalleyranch.com.

19. Entire Agreement

Your Reservation confirmation, these Terms, and our General Terms will be deemed the final and integrated agreement between you and us on the matters contained in these Terms. It shall supersede all prior and contemporaneous representations, warranties, agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. In the event of any conflict between these Terms and our General Terms, these Terms shall prevail.

20. Printed Agreement

A printed version of this Agreement and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.