This Preorder Agreement (this “Agreement”) governs the placing of a preorder payment (“Preorder”) with Pebble Mobility Inc. (“Pebble”) for Pebble’s electric RV trailer (the “Pebble Flow”), and is between Pebble and the person or entity placing the Preorder (“you” and “your”). Please read all of this Agreement carefully before submitting your Preorder. By submitting your Preorder, you agree to be legally bound by this Agreement.
(a) Preorders. Each Preorder you submit for the Pebble Flow acts as a deposit for a future purchase of the Pebble Flow, which, in all cases, is subject to a separately executed written or electronic agreement, which will include additional terms, conditions, restrictions, and pricing applicable to such Pebble Flow (“Separate Agreement”). Neither the Preorder nor this Agreement will create or impose any obligation on you to purchase or obtain the Pebble Flow from Pebble, or on Pebble to provide any Pebble Flow, nor will the Preorder nor this Agreement create or impose any obligation on either party to negotiate or enter into a Separate Agreement. For clarity, this Agreement does not constitute an agreement for the provision of the Pebble Flow. To complete a purchase of the Pebble Flow, you will need to execute a Separate Agreement.
(b) Preorder Acceptance. Pebble may accept or decline Preorders for any or no reason, in its sole discretion. Pebble reserves the right to: (i) limit the number of reserved Pebble Flows sold to a certain number; (ii) limit the number of Pebble Flows sold to any person or entity; and (iii) cancel your Preorder at any time, even after it has been accepted. Pebble may cancel any Preorder that it believes in its sole discretion has been made with the intent to resell the Pebble Flow or has otherwise been made in bad faith. Pebble may also cancel your order if a product, feature, or option is discontinued after you place your Preorder. If your Preorder is declined or canceled for any reason, Pebble will notify you and, as your sole and exclusive remedy and Pebble’s sole and exclusive obligation, refund your Preorder Deposit (as defined in Section 3).
(a) Preorder Eligibility. You may place a Preorder only if you are 18 years or older and capable of forming a binding contract with Pebble, a resident of the United States, and not otherwise barred from placing a Preorder under applicable law. If you are placing a Preorder and thus entering into this Agreement on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, such entity agrees to be bound by this Agreement.
(b) Registration. When placing a Preorder, you represent and warrant that all information provided to Pebble is true, complete, and accurate. You are responsible for ensuring that all such information remains true, complete, and accurate, and you agree to promptly notify Pebble of any changes to any of your information provided to Pebble. You may also create an account to track the status of your Preorder. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are responsible for all activities that occur under your account. Pebble will have no responsibility or liability for inaccurate information or information that later becomes outdated and will have no obligation to make efforts to determine the correct contact or delivery information. You can update your information at any time prior to notice that the Pebble Flow is ready for delivery by sending an email to support@pebblelife.com.
(a) Preorder Deposit. You will be charged a fully refundable $500 reservation deposit when you place your Preorder (“Preorder Deposit”). By placing a Preorder, you expressly authorize us (or our third-party payment processor) to charge you the Preorder Deposit. Pebble may ask you to supply additional information, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You authorize us to provide your Payment Information to third parties so we can complete your Preorder and to charge your payment method for the Preorder Deposit (plus any applicable taxes and other charges). You agree to the pricing, payment and billing policies applicable to such fees and charges, including those of applicable third parties, as posted or otherwise communicated to you. All fees and applicable taxes, if any, are payable in United States dollars. Your payment will be held by Pebble and released for application towards the first bill or invoice of the Pebble Flow when you purchase the Pebble Flow by executing a Separate Agreement.
(b) Cancellation/Refund. You may cancel your Preorder and receive a full refund of your Preorder Deposit by contacting us at support@pebblelife.com at any time before you purchase the Pebble Flow by executing a Separate Agreement. For the avoidance of doubt, your Preorder Deposit will become non-refundable when you purchase the Pebble Flow by executing a Separate Agreement. Pebble may also cancel your Preorder at any time and will issue a full refund of your Preorder Deposit. All refunds will be issued to the original form of payment made to place the Preorder, unless otherwise reasonably determined by Pebble.
(c) Privacy Policy. The data Pebble collects from you on or through Pebble’s online website at pebblelife.com will be collected, used, and shared in accordance with Pebble’s Privacy Policy, located at [https://pebblelife.com/privacy-policy]. Please read Pebble’s Privacy Policy carefully to understand the data that Pebble collects and Pebble’s practices regarding your information and how it will be treated. If you have questions regarding Pebble’s Privacy Policy, please contact Pebble using the contact information set forth in Section 13.
Pebble will use commercially reasonable efforts to produce Pebble Flows according to the order in which payment of the Preorder Deposit is received for each trim level. This position does not imply receiving particular vehicle identification number (VIN) or a particular number associated with your Pebble Flow. You may not switch position with other persons on the Pebble Flow reservation list. If you cancel or forfeit your reservation in accordance with the terms of this Agreement, your position will be taken by the next person on the Pebble Flow reservation list. Notwithstanding the foregoing, you acknowledge and agree that we may need to build and sell certain trim levels before your chosen trim level, which will affect when you receive your Pebble Flow. We may also choose to limit which locations we deliver to initially as we ramp our production. Additionally, we may need to build and use Pebble Flows for a variety of purposes, such as in-house and third-party testing, evaluation, and display prior to fulfilling reservations for the Pebble Flow. Furthermore, we may in our discretion prior to fulfilling reservations for the Pebble Flow offer for sale to the public (for instance, by auctioning off) a limited number of Pebble Flows.
Pebble anticipates that the Pebble Flow will begin shipping sometime after start of production (currently targeted for the first part of 2025). Your individual delivery schedule will depend on when start of production actually commences, logistics lead-times, and your specific geography. Although we will make efforts to begin delivering Pebble Flows as soon as reasonably practicable, you understand and agree that there may be delays for any number of reasons. Pebble will provide you periodic updates with respect to such delivery schedules. If for any reason you decide that you do not wish to continue to wait for your Pebble Flow, you may cancel your reservation as provided for in Section 3.
Pebble expects the final base trim level prices of the Pebble Flow to be in-line with pricing shown on the preorder form, excluding taxes, applicable fees, shipping or destination charges and options, if any (“Base Price”). Pebble will make efforts to finalize the Base Price for each trim level as soon as reasonably practicable and will provide you with periodic updates. Notwithstanding the above, you understand and agree that Pebble reserves the right to change the Base Price, and to add, discontinue or change the packaging or pricing of available options, at any time prior to your purchase and entry into a Separate Agreement (as defined above), provided that Pebble may continue to offer upgrades and new features for an additional price even after the execution of a Separate Agreement. If for any reason you decide that you are not happy with the final Base Price, you may cancel your reservation as provided for in Section 3.
PEBBLE DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROTOTYPE Pebble Flow DISPLAYED BY PEBBLE WHETHER BEFORE OR AFTER YOU HAVE SIGNED THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT THE Pebble Flow, ITS DESIGN AND TECHNICAL FEATURES ARE CURRENTLY UNDER DEVELOPMENT AND THAT THE Pebble Flow THAT MAY BE AVAILABLE FOR PURCHASE BY YOU MAY BE MATERIALLY DIFFERENTLY FROM THE PROTOTYPE Pebble Flow. IF FOR ANY REASON YOU ARE UNHAPPY WITH THE FINAL VERSION OF THE Pebble Flow, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO CANCEL YOUR RESERVATION AS DESCRIBED IN SECTION 3 ABOVE. FURTHERMORE, YOU UNDERSTAND AND AGREE THAT THIS IS NOT A SALE, AN OFFER TO SELL OR A PURCHASE AGREEMENT TO BUY THE Pebble Flow, AND THAT YOUR ABILITY TO BUY THE Pebble Flow IS SUBJECT TO AVAILABILITY.
You will indemnify and hold Pebble and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with any Preorder or your violation of this Agreement.
TO THE EXTENT PERMITTED BY LAW, (I) IN NO EVENT WILL PEBBLE BE LIABLE FOR ANY COLLATERAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PREORDER, EVEN IF PEBBLE HAS BEEN ADVISED OF SUCH POTENTIAL DAMAGES, AND (II) IN NO EVENT SHALL PEBBLE’S LIABILITY FOR DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY PREORDER EXCEED THE PREORDER FEE PAID BY YOU TO PEBBLE. THESE LIMITATIONS WILL APPLY WHETHER THE LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR UNDER STATUTE OR OTHERWISE.
This Agreement, your Preorder and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 11 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Pebble are not required to arbitrate will be the state and federal courts located in Santa Clara County, and you and Pebble each waive any objection to jurisdiction and venue in such courts.
(a) Mandatory Arbitration of Disputes. Pebble each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the Preorders (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Pebble agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and Pebble are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
(b) Exceptions. As limited exceptions to Section 11(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 11(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND PEBBLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 11(f) of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
(a) Reservation of Rights. Pebble reserves and, as between the parties will solely own, all of its intellectual property, including Pebble’s online website at pebblelife.com, the Pebble Flow, and all rights, titles, and interests in and to each of the foregoing. No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
(b) Entire Agreement. This Agreement, along with Pebble’s Terms of Service and Privacy Policy, constitutes the entire and exclusive understanding and agreement between Pebble and you regarding your Preorder, and this Agreement, along with Pebble’s Terms of Service and Privacy Policy, supersedes and replaces all prior oral or written understandings or agreements between Pebble and you regarding your Preorder. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer this Agreement, by operation of law or otherwise, without Pebble’s prior written consent. Any attempt by you to assign or transfer this Agreement absent our consent or your statutory right, without such consent, will be null. Pebble may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Changes to this Agreement. Pebble reserves the right to change any of the terms of this Agreement for any or no reason. We will provide notice of any material changes and, if you are unhappy with such changes, your sole and exclusive remedy will be to cancel your Preorder as provided for in Section 3.
(d) Notices. Any notices or other communications provided by Pebble under this Agreement will be given: (i) via email; or (ii) by posting to Pebble’s website at pebblelife.com. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(e) Waiver of Rights. Pebble’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Pebble. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
If you have any questions, comments, concerns, or notices in connection with this Agreement or your Preorder, please contact Pebble at support@pebblelife.com.