Preorder terms & conditions

Your preorder for the Base battery, installation, and energy service (the “Product”) is subject to these terms and conditions (this “Agreement”). By submitting your preorder, you agree to be legally bound by this Agreement, which is entered into between you (“Buyer” or “you”) and Base Power Inc. (“Base” or “we” or “us”) and governs your placement of a preorder (“Preorder”) for the Product.

1. Preorder and Acceptance. Each preorder you submit for a Product constitutes an offer to purchase that Product and gives you priority within your region for securing the Product when available. Preorders may be rejected at any time and for any reason at Base’s sole discretion. If Base rejects your offer, Base will, as your sole and exclusive remedy and Base’s sole and exclusive liability, refund the amount you paid for the PreOrder. Base will send you an email to the address provided by you once Products are ready for installation to indicate whether your preorder has been accepted. If you have any questions, comments, or concerns regarding Base’s preorder acceptance policy, or if you believe that your preorder was rejected in error, please contact Base at hello@basepowercompany.com.

2. Preorder Payments and Obligations

1. To secure your Preorder you will need to pay the fee specified on our website (the “Preorder Fee”). The Preorder Fee will be applied toward the final sale price of the Product. Additional payment for the Product, including installation, taxes, and other governmental fees, will be required at such later time when it is available for purchase and installation.
2. This Agreement does not constitute an agreement for the sale of a Product and neither you nor we are under any obligation to enter into an agreement for the sale of such Product.
3. This Agreement does not guarantee the pricing, delivery date, model number, serial number, or configuration of a Product and acts solely as a deposit for a potential future purchase of a Product.

3. Preorder Eligibility. To enter into this Agreement and Preorder a Product, you must be at least 18 years of age and a resident of an area of the United States where Base plans to provide the Products for installation. When placing a Preorder for a Product, you will be required to provide certain information, such as your address and contact information. You represent and warrant to us that you are at least 18 years of age, are a resident of the United States, that all such information provided to us is accurate, and that you will ensure that such information is kept current. Base has no responsibility or liability for inaccurate information or any information that later becomes outdated and will 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 customerops@basepowercompany.com.

4. Cancellation; Refunds. Either party may cancel this Agreement and your Preorder in their sole and absolute discretion by providing written notice (via email) to the other. If this Agreement is terminated by either party, your Preorder Fee will be refunded to you.
   To terminate this Agreement and cancel your Preorder, send an email to hello@basepowercompany.com.

5. No Guarantees.

1. Placing a Preorder Payment does not obligate Base to provide you with the Base Battery and Services and does not guarantee that these will be available to you.Your priority in any queue, the Product serial number and the actual date for installation of any Product will depend on a variety of factors.
2. We reserve the right to modify or discontinue all or any aspect of a Product at any time (including by limiting or discontinuing certain features of the Product), temporarily or permanently, without notice to you. Except for your right to cancel your Preorder and receive a refund of your Preorder Fee, Base will have no liability for any change to the Product or for any suspension, termination, or cancellation of your Preorder.

6. Communications. You agree that Base and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide to us. These calls and messages may include operational calls or messages about your Preorder. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. If you wish to opt out of all calls and text messages from base, you can email customerops@basepowercompany.com or text the word “stopall” to the number from which you are receiving the messages. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request.

7. Limitation of Liability.

1. To the fullest extent permitted by law, in no event will Base, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Base entities”) be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your preorder or this agreement, whether Based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not any Base entity has been informed of the possibility of damage.
2. Except as provided in sections 9 (arbitration) and 9.g) (arbitration relief) and to the fullest extent permitted by law, the aggregate liability of the Base entities to you for all claims arising out of or relating to your preorder or this agreement, whether in contract, tort, or otherwise, is limited to the preorder fee.
3. Each provision of this agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this agreement. This allocation is an essential element of the basis of the bargain between the parties. each of these provisions is severable and independent of all other provisions of this agreement. the limitations in this section 7 (limitation of liability) will apply even if any limited remedy fails of its essential purpose.

8. Disclaimers; No Warranties by Base.

1. Base disclaims all warranties of any kind, whether express or implied, relating to this agreement, your preorder, and the product, including: (i) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (ii) any warranty arising out of course of dealing, usage, or trade. Base does not warrant that it will accept your offer to purchase a product or that a product will be available to purchase or be provided to you by any specific date.
2. No advice or information, whether oral or written, obtained by you from the Base entities or any materials or content available through Base will create any warranty regarding any of the Base entities or the products that is not expressly stated in these terms. We are not responsible for any damage or loss that may result from your preorder. You understand and agree that you are preordering an experimental and yet-to-be manufactured product at your own discretion and risk and that we are not responsible for any damage or loss resulting from such preorder.
3. The limitations, exclusions and disclaimers in this section 8 (disclaimers; no warranties by Base) apply to the fullest extent permitted by law. Base does not disclaim any warranty or other right that Base is prohibited from disclaiming under applicable law.

9. Arbitration.

1. Except as described in Section 9(b) (Exceptions) and 9(c) (Opt-Out), you and Base agree that every dispute arising in connection with this Agreement or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 9 (Arbitration) within 30 days after entering into this Agreement by sending a letter to Base Power Inc., Attention: Legal Department – 1012 Woodland Ave., Austin, TX 78704 that specifies: your full legal name and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Base receives your Opt-Out Notice, this Section 9 (Arbitration) will be void and any action arising out of this Agreement will be resolved as set forth in Section 10 (Applicable Law; Class Action Waiver; No Jury Trial). The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.
4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Base.
5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Base’s address for Notice is: Base Power Inc., Attention: Legal Department – 1012 Woodland Ave., Austin, TX 78704. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Base may commence an arbitration proceeding. If you commence arbitration in accordance with this Agreement, Base will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a telephonic or video hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Base must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
7. Arbitration Relief. Except as provided in Section 10 (Applicable Law; Class Action Waiver; No Jury Trial), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Base before an arbitrator was selected, Base will pay to you the higher of: (i) the amount awarded by the arbitrator and (ii) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

10. Applicable Law; Class Action Waiver; No Jury Trial.

1. This Agreement, its subject matter and its formation, and any related non-contractual disputes or claims, are governed by the laws of the State of Texas without reference to its conflicts of law provisions. Base and you agree that the state and federal courts located in Travis County, Texas have exclusive jurisdiction to settle any dispute, controversy or claim arising from or connected with this Agreement. Base 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.
2. In addition, to the fullest extent permitted by applicable law, you and base agree that each may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Base agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
3. You hereby waive any right to trial by jury in any action or proceeding arising out of or relating to this agreement, whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise.

11. Miscellaneous.  This Agreement may not be assigned, by operation of law or otherwise, by you without our prior written consent. We may freely assign this Agreement or any rights under it in our sole discretion. Any attempt to assign this Agreement other than as permitted above will be void. This Agreement will inure to the benefit of, and be binding upon, the parties, together with their respective successors and permitted assigns. This Agreement may not be amended or modified unless mutually agreed upon in writing by the parties and no waiver will be effective unless signed by the party from whom such waiver is sought. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach. If any provision of this Agreement is held invalid by any court of competent jurisdiction, such invalidity will not affect the validity of any other provision and this Agreement, and the invalid provision will be deemed severed from this Agreement. This Agreement is the entire agreement concerning the subject matter hereof. It supersedes all prior and contemporaneous agreements, assurances, representations, and communications between the parties. This Agreement may be signed in counterparts, which together will constitute one agreement.

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