Preorder / Reservation Agreement
Your reservation of a Rivian vehicle
Last Updated: November 22, 2023
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A BINDING ARBITRATION AGREEMENT (SEE SECTION 16 BELOW) AND IT AFFECTS YOUR AND RIVIAN’S RIGHTS, INCLUDING THE RIGHT TO SUE IN COURT OR JOIN A CLASS ACTION.
This Preorder / Reservation Agreement (these “Terms” or “Agreement”) governs the placing of a preorder / reservation (“Preorder”) with Rivian, LLC (“Rivian” or “we” or “us”) for an Electric Adventure Vehicle (“Vehicle”). Please read all of these Terms carefully before submitting your Preorder. By submitting your Preorder, you agree to be legally bound by these Terms.
1. No Obligations
Each Preorder you submit for a Vehicle acts as a deposit for a future purchase of the Vehicle. You are under no obligation to purchase a Vehicle from us, and we are under no obligation to supply you with a Vehicle.
These Terms do not constitute an agreement for the sale of a Vehicle and do not lock in pricing, a firm production slot, a firm delivery date, or specific Vehicle configuration. To complete the purchase or lease of a Vehicle, you will need to execute Rivian’s standard final Rivian Motor Vehicle Purchase Agreement (“Final Sales Agreement”) which will include additional terms and conditions, including the final price sheet for the vehicle you ultimately select (“Your Selected Vehicle”). The Final Sales Agreement may be made with another Rivian entity. Additional payment for Your Selected Vehicle, including taxes and other governmental fees, will be required at that time.
We may decline Preorders to avoid over-subscription or as we deem appropriate in our sole discretion. If your Preorder is declined, you will be notified and your Preorder payment will be refunded.
2. Preorder Eligibility: Age and Residency; Entity Preorders
You must be at least 18 years of age and a resident of the United States to Preorder a Vehicle. 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 Preordering a Vehicle 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.
When placing a Preorder for a Vehicle, 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 email@example.com. Rivian shall not be liable for inaccurate or outdated information.
You will be charged the fee indicated (the “Preorder Fee”) when you place your Preorder. Placing a Preorder constitutes your express agreement to be charged the Preorder Fee using your provided payment method. Your payment will be held by Rivian in a separate account designated solely for Preorders and released for application towards the final sales price of Your Selected Vehicle when you execute the Final Sales Agreement. Your payment is subject to Rivian’s payment terms and conditions located at rivian.com/legal/payment on our website.
5. No Guarantee of Delivery Date
You are preordering a Vehicle without specifying the model, features, and options. We will endeavor to produce Your Selected Vehicle in the future and your priority will be set by the date of payment of your Preorder Fee, our manufacturing schedule, our delivery and service operations availability and execution of the Final Sales Agreement. There is no guarantee as to delivery date based on your Preorder.
You may cancel your Preorder and receive a full refund of your Preorder Fee at any time by sending an email to firstname.lastname@example.org from the address you used to make the preorder or an updated address you have added to your Rivian account by contacting email@example.com. You will receive your refund within approximately 5-10 business days. Rivian promotional items, if any, received at the time of Preorder are yours to keep even after cancellation. Rivian may cancel your Preorder at any time and will issue a full refund of your Preorder Fee to the address on file.
7. Vehicle Configuration and Battery Range
You understand that we may not have completed the development of the Vehicle or begun manufacturing the Vehicle at the time of your Preorder and specifications are subject to change at any time. You understand battery range and other available features have not yet been determined and may change, even after features are announced. By agreeing to these Terms, you represent and warrant to us that you understand that the Vehicle configuration may change prior to execution of any Final Sales Agreement.
9. Force Majeure
The obligations of you and Rivian 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.
If for any reason a court of competent jurisdiction finds any provision, or portion of this Agreement, to be unenforceable, the remainder of this Agreement shall continue in full force and effect and the unenforceable provision shall be deemed to be modified solely to the extent necessary to make it enforceable.
This Agreement may not be modified, altered or amended unless expressly agreed to in writing signed by Rivian.
12. No Waivers
The failure by Rivian 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 Rivian.
You may not assign your rights under these Terms without our express prior consent. Rivian may assign these Terms or your Preorder Fee in our discretion without your consent. Any assignment in violation of this Agreement will be null and void.
14. No Resellers; Discontinuation; Cancellation; Non-Export
Rivian and its affiliates may unilaterally cancel any order that we believe has been made with the intent to resell the Vehicle or otherwise has been made in bad faith. Rivian may also cancel your order if a vehicle, product, feature, or option is discontinued after you place your order.
The Vehicle is intended for use only in the country where the Vehicle is sold by Rivian to you, and service will be limited or unavailable outside of that country. You agree that you will not directly or indirectly export, or assist or facilitate the export of, this vehicle to a country where the Unites States or Canada has imposed trade restrictions.
15. Limitation of Liability
No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL RIVIAN OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, 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 RIVIAN’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 RIVIAN PURSUANT TO THIS AGREEMENT.
16. Dispute Resolution—Arbitration 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 Rivian. 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 Rivian, 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 Vehicle; (4) Rivian products or services; (5) advertising and other communications between you and Rivian; and as applicable, (6) your credit application. You and Rivian agree to resolve all Disputes by binding arbitration conducted by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules, unless you and we agree otherwise. For more information on arbitration and to access the AAA Consumer Arbitration Rules, please visit: www.adr.org. If the AAA Consumer Arbitration Rules conflict with this Agreement, then this Agreement shall control. 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 Rivian 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 Rivian’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 Rivian 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 firstname.lastname@example.org and provide a brief, written description of the Dispute and your contact information (including your Rivian ID, if you have one). We will contact you at your contact information on file with Rivian. You and Rivian 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 AAA. You can find information about AAA and file your arbitration demand at https://www.adr.org/Support. You are also required to send a copy of the arbitration demand to us and you should send it by email to: email@example.com.
Fees & Costs. AAA’s Consumer Arbitration Rules will govern the allocation of arbitration fees and costs between you and Rivian. However, if your arbitration case filing fee exceeds the filing fee you would pay to file the action in a court of law, Rivian will pay the amount of your case filing fee in excess of the filing fee you would pay in a court of law. The amount we pay may be reimbursed in whole or in part by decision of the arbitrator if s/he finds that applicable law allows such reimbursement because your claims were frivolous or brought in bad faith. 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 or county of your residence unless you and Rivian agree otherwise, or, if you reside outside of the United States, in Orange County, California. If your claim does not exceed $25,000, then the arbitration will be conducted solely on the basis of documents you and Rivian submit to the arbitrator. If your claim exceeds $25,000, you and Rivian 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 Rivian 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, of the State in which the selling Rivian dealership on the first page of this Agreement is located, 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 Rivian. 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 Rivian 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 RIVIAN AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, NEITHER YOU NOR RIVIAN 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.
Opt-Out Right. You may opt-out of this Section 16, Dispute Resolution – Arbitration and Class Action Waiver within 30 days from the date you electronically sign this Agreement, by sending an email to firstname.lastname@example.org from the email associated with your Rivian ID with “Opt-Out of Arbitration” in the subject line and, in the body of the email, your full name and address. Any opt-out of this provision does not affect the validity of any other arbitration agreement between you and Rivian. If you opt out of this provision and at the time you sign this Agreement you were bound by an existing agreement to arbitrate disputes with Rivian, that existing arbitration agreement will remain in full force and effect.
Severability. If any arbitrator or court determines that any part of this Section 16, Dispute Resolution – Arbitration and Class Action Waiver is illegal or unenforceable, then such part will be eliminated and the remainder of Section 16, 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 16, Dispute Resolution – Arbitration and Class Action Waiver shall survive the end of this Agreement and/or your relationship with Rivian, including the end of any promotion or contest, opt-out of communication or other use or participation in any Rivian 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 Orange.
By agreeing to this Preorder Agreement, you acknowledge and agree to the terms and conditions of this Section 16, Dispute Resolution – Arbitration and Class Action Waiver.
17. 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 the State in which Rivian is licensed to sell motor vehicles that is nearest to your delivery address, without regard to choice or conflict of law principles, except as otherwise provided in the Arbitration Agreement.
18. Third Party Beneficiaries
Rivian, LLC’s subsidiaries and affiliates, including but not limited to Rivian Automotive, Inc. and Rivian Automotive, LLC, 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.
19. Text Messages, Notifications, and Telephone Calls
By agreeing to this Agreement, you understand that by providing your wireless telephone number(s) now or in the future, you consent to being contacted at those numbers or addresses using prerecorded artificial voice messages and/or automatic telephone dial devices with non-marketing information about your vehicle, such as service 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 in the Rivian app or by contacting email@example.com.
20. Entire Agreement
21. 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.