This Preorder Agreement (these “Terms” or “Agreement”) govern the placing of a preorder (“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 Order Agreement and Agreement to Purchase (“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 Order Agreement and 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;
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 Preorderfor a Vehicle, You represent and warrant that all information provided isaccurate, 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 Rivian shall not be liable for inaccurate or outdated information.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.
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 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. 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
Neither you or Rivian will be liable for any failure or delay in performing an obligation under this Agreement that is due to an event beyond our reasonable control, including, but not limited to, any Act of God, pandemic, epidemic, disease, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, material changes in applicable law or regulations, uprising, unavailability of materials, strike, earthquake, flood or any other natural or man-made eventuality outside of our control.
10. Entire Agreement and Severability
This Agreement may not be modified, altered or amended unless expressly agreed to in writing signed by Rivian.
12. No Waivers
The failure by us 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 in our discretion without your consent.
14. Limitation of Liability
No Consequential or Indirect Damages. IN NO EVENT SHALL RIVIAN, ITS AFFILIATES OR PARTNERS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF 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. IN NO EVENT SHALL RIVIAN’S 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 PAID TO RIVIAN PURSUANT TO THIS AGREEMENT.
15. Applicable Law and Class Action Waiver
These Terms, its subject matter and its formation, and any related non-contractual disputes or claims, are governed by the laws of the State of California without regard to choice or conflict of law principles. In addition, to the fullest extent permitted by applicable law, you and Rivian agree to arbitrate all disputes and claims between us. This agreement to arbitrate is intended to be broadly interpreted. It includes but is not limited to:
Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;
Claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising);
Claims that are currently subject to purported class action litigation which you are not a member of a certified class; and
Claims that may arise after this Agreement.
Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, including for example the Federal Trade Commission, State Attorney General or other federal or state agencies. Such agencies can, if the law allows, seek relief against us on your behalf. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision.
Arbitration shall be initiated and take place in Orange County, California and you and Rivian agree to submit to the personal jurisdiction of the state and federal courts of Orange County, California. These courts have exclusive jurisdiction in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Rivian and you consent to the jurisdiction of the California courts and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis.
Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action you will contact us at firstname.lastname@example.org and provide a brief, written description of the dispute and your contact information. Except for intellectual property, you and Rivian agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding 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 as the sole means to resolve claims (except as provided below) subject to these Terms set forth below. Specifically, all claims arising out of or relating to these Terms, the parties' relationship with each other, and/or your use of Rivian Products or Services shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The parties specifically incorporate the terms of California Code of Civil Procedure section 1283.05 with respect to discovery.
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 these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111; and (c) Send one copy of the Demand for Arbitration to us at: email@example.com.
Fees & Costs. If your claim(s) total is less than US $5,000.00, then: (a) you may choose whether your participation in the arbitration will be conducted on the basis of documents provided to the arbitrator, through a telephonic hearing or by an in-person hearing; (b) Rivian will reimburse your filing fees up to a maximum of US $1,500.00 unless the arbitrator determines that your claims are frivolous. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. If, after finding in your favor in any respect on the merits of your claim, the arbitrator issues you an award that is greater than the value of Rivian’s last written settlement offer made before an arbitrator was selected, then Rivian willpay you the amount of the award or $1,000 ("the alternative payment"), whichever is greater.
If Rivian did not make a written offer to settle the dispute before an arbitrator was selected, you will be entitled to receive the alternative payment if the arbitrator awards you any relief on the merits. If the final ruling you obtain is not more favorable than an unaccepted written offer from Rivian, you must pay the costs incurred by Rivian after such offer was made. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
No Jury Trial. The parties understand that, absent this mandatory arbitration section, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities 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 MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, NEITHER YOU NOR RIVIAN WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS 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 or arbitrator decides that any part of this agreement to arbitrate or class cannot be enforced as to a particular claim for relief or remedy, then that claim or remedy (and only that claim or remedy) must be brought in court and any other claims must be arbitrated.
Exception: Litigation of Intellectual Property or Public Injunctive Relief. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may (i) bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in any state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights) or (ii) bring claims solely for public injunctive relief (but not private injunctive relief), including claims for public injunctive relief under the California Unfair Competition Law, California False Advertising Law or the California Consumer Legal Remedies Act, as applicable, in a judicial forum.
Opt-Out: You may opt-out of the agreement to arbitrate, or the class action waiver, or both 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 Preorder with “Opt-Out” in the subject line, and in the body of the email your full name and address, and a clear instruction on your opt-out choice – for example: “Opt-out of class action waiver” or “Opt-out of the arbitration provision”. You agree that any request will not apply to subsequent agreements between you and Rivian unless you follow the requirements outlined in that other agreement.
Survival. This Mandatory Arbitration, Waiver of Class Actions section shall survive any termination of your use of the Site.
16. Telephone Consumer Protection Act
By agreeing in writing to these terms, 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. You understand and agree that providing your wireless telephone number and consenting to receive calls or texts at that number is not a condition of purchase. 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. You can control permission for calls or texts by contacting email@example.com.
17. Entire Agreement