FF AI-ROBOTICS
Non-Binding, Refundable
Robot Deposit Agreement (Online Order)
This Deposit Agreement (this “Agreement”) is entered into as of the date hereof (the “Effective Date”), by and between FF AI-Robotics Inc., a Delaware corporation with its headquarters at 18455 S. Figueroa St., Gardena, California 90248 (the “Seller”) and you (hereinafter referred to as “Customer”).
The Seller and the Customer may be referred to herein individually as a “Party” and collectively as the “Parties.”
1. Pre-Order Summary.
Customer agrees to place a non-binding pre-order (the “Pre-Order”) for Robots (the “Robot(s)”), under the following terms:
Customer shall pay a Pre-Order deposit of one hundred U.S. dollars ($100) per Robot, payable by credit card to Seller upon submission of the Pre-Order.
This Deposit is non-binding, refundable and convertible under specific terms as set forth in Section 6 herein.
2. Purpose of Pre-Order.
The Pre-Order serves as an expression of intent by Customer to secure a prioritized position in the production and delivery queue for the Robots. It is not a binding a purchase agreement but provides Customer with early access privileges as outlined below.
3. Customer Benefits.
Upon the official release of a Robot’s terms and benefits, Customer shall be entitled to:
- Equal benefits as the first batch of customers placing individual deposits, including early access and/or seasonal incentives.
- A guaranteed allocation of one (1) Robot(s) from the first batch of deliveries (the “Allocation”)
4. Deposit Application.
The Deposit shall be fully deductible from the final payment(s) due at the time of placing a firm purchase order (a “Firm Order”) by Customer. Seller’s final price for the Robot is subject to change and will be set at the time of the Firm Order. The final price does not include taxes and applicable government fees, which shall be the sole responsibility of Customer.
5. Next Steps.
Upon confirmation of formal order terms and pricing, Customer will be invited to place a Firm Order. At that stage, Customer may choose the desired Robot configurations and confirm the quantity to proceed to production.
6. Deposit Terms.
- The Deposit is refundable.
- Customer may change its requested model Allocation at any time prior to the Firm Order, by written notice to Seller, subject to availability.
- The Pre-Order is non-binding and non-exclusive, meaning Customer is not obligated to place a Firm Order, and the Seller is not bound to deliver Robots until a Firm Order is executed between the Parties. If the Customer does not convert the Pre-Order into a Firm Order within fifteen (15) days of the official ordering window opening, the Deposit shall be automatically converted into a payment toward the future purchase of one (1) Robot of Customer’s choosing at the standard retail price. The Customer shall be required to settle any outstanding balance between the amount of the Deposit and the total price of the one (1) Robot before delivery can occur.
- The Deposit will not be held in an escrow or trust account or accrue any interest, except to the extent required by law.
- Seller, at its sole discretion, may cancel the Pre-Order and refund the Deposit at any time.
- This Clause 6 shall supersede any previous refund terms.
7. Robot Configuration and Battery Life
Customer acknowledges that Seller may not have completed the development or manufacture of the Robot(s) at the time of the Pre-Order and that specifications and configurations and pricing are subject to change at any time. Customer understands that battery life and other available features have not yet been determined and may change, even after features are announced.
8. No Guarantee of Delivery Date
Delivery priority will be set by the date of payment of the Deposit, Seller’s manufacturing schedule, Seller’s delivery and service operations availability and the date of the Firm Order. There is no guarantee as to delivery date.
9. Arbitration and Attorneys’ Fees.
Any dispute arising from or related to this Agreement that is not settled within the applicable notice or cure periods provided for under this Agreement (the “Dispute”) shall be arbitrated pursuant to the then-existing rules and procedures of JAMS (“JAMS Rules”), which are incorporated herein by reference, with any and all hearings to be held in Los Angeles County, California. The submitting Party shall submit such Dispute to arbitration by providing a written demand for arbitration to the other Party and the Parties shall select a single neutral arbitrator. If the Parties cannot agree on a single neutral arbitrator within fifteen (15) business days after the written demand for arbitration is provided, then the arbitrator shall be selected pursuant to the JAMS Rules. Once an arbitrator has been selected, the Parties may commence with and engage in discovery in connection with the arbitration as provided for pursuant to the JAMS Rules, provided that both Parties shall be entitled to submit expert testimony and written documentation in such arbitration proceeding. The Parties may seek any and all remedies available under applicable law. The decision of the arbitrator shall be in writing and shall be final and binding upon both Parties. Any award may be enforced by either Party, as applicable, in a court of competent jurisdiction. The Parties shall equally split the arbitrator costs and JAMS related fees while the arbitration is pending; provided, however, the Parties agree that the prevailing Party in such arbitration shall be entitled to an award of its arbitrator costs and JAMS related fees incurred in connection with the Dispute. The prevailing Party shall also be entitled to an award of its other reasonable costs and attorneys’ fees incurred in connection with the Dispute.
10. Indemnification.
Customer shall indemnify, defend, and hold harmless the Seller, its affiliates and each of their respective officers, directors, employees, agents, representatives, successors, and permitted assigns (collectively, “Indemnified Party”) from and against any and all losses, damages, liabilities, deficiencies, claims, suits, proceedings, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees, and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), relating to, arising out of, or resulting from: (i) any acts or omissions constituting gross negligence, fraud or willful misconduct of Customer, including its Representatives; (ii) any failure to comply with applicable law by Customer, including its Representatives in carrying out their respective obligations hereunder; (iii) any actual or alleged breach of this Agreement, including any obligation, covenant, representation, or warranty made hereunder by Customer, including its Representatives; (iv) products or services provided to third party customers; (v) claims of any third party for physical damage to or physical destruction of tangible property; (vi) claims of any third party for death of or personal injury to any person; (vii) any products liability claim; (viii) intellectual property infringement claim caused by combinations or modifications of the Seller’s intellectual property; and any (ix) breaches of data or privacy rights.
11 Confidentiality.
Each Party (each, a “Receiving Party”) understands that the other Party (each, a “Disclosing Party”) may disclose Confidential Information (as defined herein) to the other Party in connection with each Party’s performance under this Agreement. “Confidential Information” means any and all knowledge and technical and non-technical information that is communicated, in writing or orally, or provided as material, samples or otherwise, regardless of its physical form or characteristics, disclosed by one Party to the other, or by/to affiliates to the extent covered by this Agreement, regardless of being marked as Confidential Information or not, including, without limitation, the existence or terms of this Agreement, and all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Customer’s breach of this Agreement; (b) is obtained by Customer on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; or (c) Customer establishes by documentary evidence, was lawfully in Customer’s possession prior to Company’s disclosure hereunder. The Receiving Party shall protect Confidential Information and hold the Confidential Information in strict confidence and not disclose such information to third parties or use such information for any purposes other than the Receiving Party’s performance of this Agreement. The Receiving Party will limit the use of and access to the Disclosing Party’s Confidential Information to the Receiving Party’s officers, employees, agents, buyers, subcontractors, legal advisors, financial advisors, financing partners, investors, potential investors, or independent contractors (for purposes of this Clause, each, a “Representative” or collectively the “Representatives”) who have a demonstrable need to know of the Confidential Information and who have agreed to comply with the terms of the confidentiality; provided, however, the Receiving Party shall remain liable for the failure of any of its Representatives to maintain the confidentiality of any Confidential Information. Each Party shall immediately notify the other Party in the event such Party becomes aware of any loss or disclosure of any Confidential Information. Customer consents to the use of its personal information so that Seller can process the Pre-Order, Firm Order, conduct administration and deliver the Robot(s). Seller may transfer this personal information to its Representatives for these purposes.
12. Non-Transferability.
Customer may not assign its rights under this Agreement or transfer its Deposit to any other party without prior written consent of Seller. Any assignment by Customer without the prior written consent of Seller is void.
13. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.
14. Authority.
Customer, if an individual, represents that he or she is at least 18 years of age. If Customer is a company, organization or entity, the undersigned represents that he or she has the authority to bind such entity to the terms of this Agreement.
15. Entire Agreement
This document constitutes the entire Agreement between the Parties relating to the Pre-Order and Deposit and supersedes any prior understanding or agreements, whether oral or written.