AYRO Vanish Pre-Order Terms & Conditions
AYRO VANISH PRE-ORDER PROGRAM
TERMS & CONDITIONS
LAST UPDATE: March 7, 2023
These Terms & Conditions (“Terms”) govern the placing of an AYRO Vanish Pre-Order (“Pre-Order”) with AYRO, Inc., a Delaware corporation (referred to as “we,” “our,” “AYRO,” or “Company” as the context may require) for the AYRO Vanish, a utility low-speed electric vehicle (“Vehicle”), and your legal rights and obligations with respect thereto. By placing a Pre-Order, you agree to be legally bound by these Terms. All of the Company’s decisions relating to the Vanish Pre-Order Program (“Program”) and these Terms are final and binding. If you object to any of these Terms, your sole recourse is to stop using the Program.
THESE TERMS CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THEM CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
YOU MAY NOT PRE-ORDER IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH AYRO, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
1. PRIVACY AND COMMUNICATIONS
2. PRE-ORDER ELIGIBILITY
To Pre-Order an AYRO Vanish Vehicle, you must be at least 18 years of age (or older, if required by the legal age to contract in your place of residence). The Vanish Pre-Order Program shall be restricted to residents of eligible jurisdictions (which shall be indicated by the option to select such jurisdiction during the Pre-Order signup process). You may not participate in the Vanish Pre-Order Program where doing so would be prohibited by any applicable laws or regulations. By agreeing to the Terms, you represent and warrant to us that you are at least 18 years of age and a resident of the United States or Canada (indicated by the option to select such jurisdiction from the Pre-Order signup process). If you are Pre-Ordering a Vehicle on behalf of a company, organization, or entity (an “Entity”) located in the United States or Canada, 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. The Company reserves the right to exclude any person or Entity from participation in the Vanish Pre-Order Program in its sole and absolute discretion. You represent and warrant that you are not a broker and that your Pre-Order and participation in the Program is for your own benefit on your own behalf. We may cancel your Pre-Order in the event we determine you have engaged in brokering.
3. NO OBLIGATION PRE-ORDER
By placing a Vanish Pre-Order, you are not ordering or purchasing a Vehicle. Each PreOrder you submit for a Vehicle acts as a deposit for a future purchase of a 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, lease or subscription of a Vehicle and do not lock in pricing, a firm production slot, a firm delivery date, a specific configuration, or options. When the start of production for your Pre-Order nears, we will ask you to configure your Pre-Ordered Vehicle(s). Once you configure your Pre-Ordered Vehicle, it will be routed to the authorized AYRO Dealer closest to you. They will contact you to discuss final configurations, additional options, final transaction pricing, arrange any necessary financing, and complete your purchase of the Vehicle. Your Pre-Order does not guarantee a set price for the Vehicle. The authorized AYRO Dealer will set the Vehicle price, which may differ from the manufacturer suggested retail price. The order will be finalized only once you have placed a final order for the purchase of your Vehicle(s) (a “Final Order”) and executed the corresponding Vehicle Purchase Agreement which shall set forth the agreed specifications and purchase price for your Vehicle(s), plus estimates of any applicable taxes, duties, transport, and delivery charges, along with any other applicable fees, terms, and conditions. The Final Order and Vehicle Purchase Agreement may be made with another AYRO entity, distributor, or dealer.
Until you place a Final Order and enter into a Vehicle Purchase Agreement, your Pre-Order may be cancelled at any time by you or by AYRO, in which case you will receive a full refund of your Pre-Order Payment.
We may decline Pre-Orders to avoid over-subscription or as we deem appropriate in our sole discretion. If your Pre-Order is declined, you will be notified, and your Pre-Order Payment will be refunded.
AYRO will charge the deposit fee indicated (the “Pre-Order Payment”) when you place your Vanish Pre-Order. Placing a Pre-Order constitutes your express agreement to be charged for the amount of the Pre-Order Payment, in addition to any taxes or additional processing fees (not subject to refund), where applicable, using your provided payment method. Your Pre-Order Payment will be held by AYRO in a separate account designated solely for PreOrders. If you ultimately proceed with the order of your Vehicle(s), we will apply your PreOrder Payment (of applicable portion) towards the Final Order payment. Additional payment for ordered Vehicle(s), including applicable taxes and fees, will be required at that time.
5. NO GUARANTEE OF VEHICLE SPECIFICATIONS OR DELIVERY DATE
You understand and acknowledge that AYRO has not completed the development or begun manufacturing of the Vehicle(s) at the time of your Pre-Order and that many current Vehicle specifications and features are conceptual in nature and have not yet been determined or finalized. You further understand and acknowledge that the actual
Vehicle(s) available for purchase or services offered by AYRO may differ from the Vehicle(s) or services presented to you on AYRO’s website, in emails, on social media, in marketing materials or elsewhere, including without limitation with respect to estimated pricing, battery range, specifications, estimate cost of ownership or other features or claims. By agreeing to these Terms, you represent and warrant to us that you understand that the Vehicle specifications may change prior to the date you place a Final Order or Purchase Agreement for your Vehicle(s).
There is no guarantee as to delivery date based on the date you place your Pre-Order or to priority access to a Vehicle. However, by placing a Pre-Order, we recognize your early interest in AYRO’s vehicles and will endeavor to produce your Vehicle(s) in the future and hope to provide you with approximate priority for ordering your Vehicle(s) once they are available. The actual date of availability or delivery for any Vehicle(s) will depend on a variety of factors, including without limitation our development and manufacturing schedule and the date you place a Final Order.
6. CANCELLATION; REFUND PROCESS
You may cancel your Vanish Pre-Order and receive a full refund of your Pre-Order Payment at any time by sending an email to email@example.com from the email address you used to place the Pre-Order or an updated email address you have provided to AYRO. To prevent fraud, AYRO may, in its discretion, also ask you to supply additional information or complete additional steps to verify your identity.
AYRO may cancel your Pre-Order at any time and will issue a full refund of your Pre-Order Payment to the address or account on file.
7. ACCURACY OF INFORMATION
In connection with placing your Vanish Pre-Order, we ask you to provide your name, phone number, postal code, email address and other identifying information. You represent and warrant that all such information is accurate, and you shall ensure that such information is kept current. The Company shall have no responsibility or liability for inaccurate information or information that later becomes outdated and shall have no obligation to make efforts to determine the correct contact information. You may update your information at any time by sending an email to firstname.lastname@example.org.
8. LIMITATIONS OF LIABILITY
- By participating in the Vanish Pre-Order Program, you agree to release and hold harmless the Company and its affiliates and subsidiaries, together with their respective employees, directors, officers, shareholders, attorneys, and agents, including without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Vanish Pre-Order Program (collectively, the “Released Parties”), from any and all claims, demands, damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect (“Liabilities”), caused by, arising out of, in connection with or related to your participation in the Vanish PreOrder Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s), the unauthorized or illegal access to personally identifiable or sensitive information or the administration of the Vanish Pre-Order Program).
- You expressly understand and agree that the Vanish Pre-Order Program is provided and administered on an “as is” and “as available” basis without warranties, representations or guarantees of any kind, either express or implied, including, but not limited to, warranties or conditions or merchantability, fitness for a particular purpose and non-infringement. The Company makes no warranties or representations about the accuracy or completeness of the content provided through the Company’s website or social media accounts, or on any sites linked to any of the foregoing and assumes no liability or responsibility in contract, warranty or in tort for any of the foregoing.
- The Released Parties shall not be liable to you for any failure to perform by reason of any unavailability of supply, financial hardship of the Company (at the Company’s discretion), acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasigovernmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, natural disaster or unusually severe weather, pandemic, epidemic or other public health emergency, terrorism, war, fire, flood, labor dispute, transportation interruption of any kind or any other cause beyond any of the Released Parties’ reasonable control.
- Under no circumstances whatsoever, subject only to the limits of applicable law, shall any of the Released Parties be liable to you for any consequential, special, punitive, exemplary, enhanced, indirect or incidental damages of any kind whatsoever, including lost profits, loss of business or loss of opportunity, arising out of, relating to, or in connection with any breach of these Terms or the Vanish Pre-Order Program, regardless of the basis or circumstances of any claim, damage, loss or expense, whether in contract, tort (including negligence) or otherwise, and regardless of whether we have been advised of the possibility of any liabilities.
To the fullest extent possible by law, in the event that the released parties are held liable for any liabilities arising out of, relating to, or in connection with the Vanish Pre-Order Program, the Released Parties’ maximum cumulative liability, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), shall not exceed the total of the amounts paid by you to AYRO pursuant to these Terms.
The Company’s failure to enforce any term of these Terms shall not constitute a waiver of that provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.
9. DISPUTE RESOLUTION AND BINDING ARBITRATION
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. YOU AND THE COMPANY FURTHER AGREE TO ARBITRATE ALL DISPUTES AND CLAIMS BETWEEN US. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PRE-ORDER OR THESE TERMS, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
- Any claim or controversy arising out of or relating to these Terms, the Vanish Pre-Order Program and/or your relationship or interactions with the Company with respect to such matters shall be settled by binding arbitration before a single, neutral arbitrator in Travis County, Texas administered by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules then in effect, which are available at adr.org, except as modified by these Terms.
- The arbitrator, and not any federal, states, 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. Any judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, you and the Company agree that, except as may be prohibited by law, the arbitrator may, in his or her discretion, award reasonable attorney’s fees to the prevailing party. Except as may be prohibited by law, other costs of the arbitration, administrative fees, the fee of the sole arbitrator, and all other fees and costs, shall be borne equally by the parties.
- Notwithstanding, 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. If any court or arbitrator determines that the arbitration provisions set forth in this Section are void or unenforceable for any reason and that an arbitration cannot proceed, then you agree that any and all disputes, claims and causes of action arising out of, or connected with, the Vanish PreOrder Program shall instead be resolved exclusively by the appropriate State or Federal Court located in Travis County, Texas.
- In addition, to the fullest extent permitted by applicable law, no claim under this agreement shall be joined to any other claim from other current or former customers or otherwise related to the Vanish Pre-Order Program. No claim brought under these terms or otherwise related to the Vanish Pre-Order Program shall proceed as a class action. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
- FURTHER, YOU HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. YOU AGREE THAT WE MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINED-FOR AGREEMENT AMONG US TO IRREVOCABLY WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN US RELATING TO THESE TERMS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
- You may opt-out of the agreement to arbitrate, or the class action waiver, or both within 30 days from the date you submit your Vanish Pre-Order by sending an email to email@example.com from the email associated with your Pre-Order with ”Opt-Out” in the subject line and a clear instruction on your opt-out choice in the body of the email. You agree that any request will not apply to subsequent agreements between you and the Company unless you follow the requirements outlined in any such respective agreement.
- This Section shall survive any termination of these Terms.
10. ASSIGNMENT AND NON-TRANSFERABILITY
You may not assign or otherwise transfer your rights under these Terms without our express prior consent. AYRO may assign these Terms in our discretion without your consent.
11. RIGHT TO CANCEL, MODIFY OR TERMINATE
We reserve the right to make changes or additions to these Terms or to cancel, modify or terminate the Vanish Pre-Order Program at any time for any reason, including if a Vehicle does not go into production as scheduled for any reason. We reserve the right to disqualify any person or entity at any time from participation in the Vanish Pre-Order Program if we have a good faith belief that he/she has violated any of these Terms.
12. GOVERNING LAW; SEVERABILITY
All issues and questions concerning the construction, validity, interpretation, and enforceability of these Terms, your rights and obligations or the rights and obligations of the Company in connection with the Vanish Pre-Order Program, shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any choice of law or conflict of law rules (whether of Texas or any other jurisdiction) which would cause the application of the laws of any jurisdiction other than Texas. If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, the remainder of these Terms 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.
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Section 8, 9, 10, 12, and 13.