1.1            You are entering into this Agreement in order to have priority for an estimate of work to be performed on a vehicle to convert such vehicle into a premium classic electronic vehicle. 

1.2            This Reservation Agreement becomes effective when you place the Reservation and subsequently provide, and Zero Labs receives the requisite Reservation Fee.

1.3         The Reservation shall secure priority for your vehicle to be reviewed by Zero Labs, a work order, with an estimate of costs, created, and priority in the event you opt to accept such estimate and authorize commencement of the work to be performed by signing a separate itemized Work Agreement. 

1.4            Pursuant to subsection 1.2, upon acceptance of the estimate and subsequent signature of the Work Agreement, your Reservation Fee will be applied to the estimated amount in said Work Agreement.

1.5            As stated here and elsewhere herein, this Agreement may be canceled at your discretion. Please contact us at hello@zerolabs.com and we will process the refund within three (3) business days. 

3.1           In the event you require a ‘donor’ car that can be modified to suit your needs, you understand that you will be required to complete Zero Labs’ separate Motor Vehicle Purchase Agreement.

3.1.1        In the event of a separate Motor Vehicle Purchase Agreement is required you will be required to accept any additional terms and conditions.

3.1.2        Zero Labs will strive to provide a good faith estimate for the cost of the donor vehicle and the alterations to be made to it, but warn, and you acknowledge such warning, that the estimate is good faith and subject to change upon disassembly including but not limited to: hidden body work, frame damge, unusable panels, glass, wiring, rust, or other similar issues when working on a classic vehicle.

3.2            Pursuant to section 4 of this Agreement, upon accepting the estimate for work to be performed on your vehicle, you agree to sign the Work Agreement, authorizing the work to be performed, terms and conditions of payment, and any additional and necessary terms to successfully complete your project.

4.1            Pursuant to California Code of Regulations Title 16 § 3353, no work shall commence until an initial estimate or Work Agreement has been provided to you and proper authorization is secured.

4.2            The Reservation Fee is not a deposit. Upon signing a Work Agreement it shall be transferred as a deposit, but until that point the Reservation Fee is a refundable payment made to qualify for priority in Zero Labs’ work queue. 

4.3            This Agreement does not “lock in” or commit you to a specific price, a firm delivery date, or specific vehicle configuration. 

4.4            Upon receipt of the estimate costs for the work to be performed you may withdraw your Reservation. Upon withdrawal Zero Labs will refund your Reservation Fee in full. Refund will be processed within three (3) business days.

4.5            Zero Labs reserves the right to decline your reservation order at the sole discretion of the Zero Labs team, for any reason. In the event of declination, you will be promptly notified and your Reservation Fee refunded.

5.1            You are responsible for providing certain information in a timely manner. Such information may include, but is not limited to pertinent contact information such as address and billing information.

5.2            You represent that all information provided is truthful and accurate and will keep such information current. You will notify Zero Labs at hello@zerolabs.com in the event of a change or alteration of your contact information.

6.1            This Reservation secures an approximate delivery but it does not constitute the purchase or, rental of, repair of, order of, or otherwise the acquisition of a vehicle. 

6.2            When the commencement date approaches, Zero Labs will notify you with a requirement to commence configuration of the vehicle.

6.3            A Work Order will be generated, which shall serve as an estimate of costs and include the costs of: design and development of the vehicle, parts, labor, estimated taxes, duties, transport fees, and delivery charges, and any other applicable fees.

7.1            Zero Labs asserts that potential design and development of the vehicle you are reserving priority for has not commenced.

7.2            Zero Labs asserts and you understand that battery life, travel range, vehicle durability, and other features have yet to be determined and will be based on current technology which of course is ever evolving and by and large unregulated and untested.

7.3            By agreeing to this Agreement you represent and understand that the vehicle design and development and advertised features, are subject to change, based on circumstances that may be out of the control of Zero Labs, or subject to increased cost estimates.

8.1            The vehicle you are either having restored and modified, or requesting Zero Labs acquire, restore, and modify, will be given a date of payment and a date of delivery.

8.2            The date of final payment shall be the date one calendar week prior shipment of the vehicle to your preferred location for receipt of the vehicle. 

8.3            The date of delivery given on the Zero Labs estimate is a good faith estimated date and subject to

change. The actual date of shipment and delivery is based on multiple factors, many of which are outside the control of Zero Labs, and include the timeliness of your payment of the Reservation Fee, the work development schedule, your specific specifications for the design and development of the vehicle, and the execution of the Work Agreement.

8.4            Under no circumstances shall a claim or controversy arise from the date of shipment and/or the date of delivery being inconsistent with the estimated dates provided by Zero Labs. You expressly understand that such dates are good-faith estimates only. 

8.5            Any demand or request for work to be completed by a specific date, show, or time must be expressly agreed to in writing between the parties.

9.1            As stated in the foregoing sections, an estimate for the work to be performed shall be provided to you.

9.2            Such estimate shall be the good faith estimate of Zero Labs.

9.3            You understand that the estimate is subject to change once work has commenced.

9.4            Should Zero Labs determine, after commencement of work, that the estimate is insufficient, Zero Labs, pursuant to California Code Regs. Title 16 § 3354, will notify you, provide an updated estimate and reason for the insufficiency of the prior estimate, and you will have the opportunity to discuss, review, and alter your work order or take the vehicle upon payment of work performed pursuant to the aforementioned § CCR.

10.1         Invoices issued shall conform to California Code Regs. Title 16 § 3365 and clearly list the work performed, separating parts and labor and whether the parts are new, used, or remanufactured. 

10.2         All estimates are subject to change and the final charges will be reflected in the invoices issued upon completion of the work.

10.3         A declination for repair or reassembly, after commencement of the work, shall be documented. You will be charged for work performed and any unique custom parts ordered in anticipation of the planned work. You will be charged any applicable restocking fee, return fee, shipment fees, storage fees or other costs in such activities.

11.1         Zero Labs warrants that per California Code Regs. Title 16 § 3358 will maintain a maintenance record for at least three years after the completion of the work to be performed. 

11.2         Zero Labs, consistent with California’s Consumer Privacy Act, will not sell your personally identifying information, which will be kept on record pursuant to the foregoing subsection 2.1.

11.3         After three years, unless there is a compelling reason to maintain the record, the record involving this transaction may be destroyed. 

11.4         For further information regarding the Zero Labs Privacy Policy and your rights and obligations under such Policy, please refer to the Zero Labs website at https://zerolabs.com/privacy. Please read the associated Terms and Conditions for the website and Privacy Policy carefully. If you have additional questions you may contact us at hello@zerolabs.com. 

12.1         Under no circumstances may you assign or transfer your rights, privileges, or obligations that are granted under by this Agreement.

12.2         Any transfer or assignment shall be considered to have been made improperly and be null and void.

13.1         Unless specifically stated to the contrary herein, this Agreement shall not grant any rights to a third party entity, spouse, domestic partner, trust, or other known or unknown party.

14.1         You must be at least 18 calendar years of age and a lawful resident of the United States, Canada, or Mexico to enter into this Agreement and any ancillary agreements with Zero Labs.

14.2         By agreeing to this Agreement, you represent and warrant that you are at least 18 calendar years of age and a lawful resident of either the United States, Canada, or Mexico.

14.3         If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent, warrant, and accept liability that: and,

14.3.1     You have the legal authority, agency, power, or facsimile authority to enter into this Agreement;

14.3.2     The entity you represent consents to be bound by the terms and conditions set forth herein.

15.1         In the event of a force majeure occurrence, such as war, natural disaster, Act(s) of God, or other such occurrence that renders this Agreement impossible to complete, satisfy, or otherwise fulfill, Zero Labs shall do its best to refund the aforementioned Reservation Fee and this Agreement shall be deemed null and void.

16.1         In the event you accept the estimate provided and you choose to sign the associated Work Agreement, the Cancellation terms of the Work Agreement shall take effect.

17.1         Except for Zero Labs gross negligence or willful misconduct, you shall indemnify, protect, defend and hold harmless the Zero Labs and its agents, partners, and lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, this Agreement, the subsequent Work Agreement, and the work to be performed. 

18.1         Any dispute that arises shall first be addressed by good faith discussion and negotiation.

18.2         In the event such negotiation fails, you agree to arbitration under the JAMS rules, under a mutually agreed upon mandatory binding arbitrator.

18.3         The venue for any and all disputes arising under this Agreement shall be an appropriate venue within Los Angeles, California.

18.4         Notwithstanding subsection 11.2, in the event of litigation, you agree and consent to the exclusive jurisdiction of the United States District Court of Los Angeles for resolving controversies and claims. 

18.5         You and Zero Labs both agree that under no circumstances shall a trial by jury occur. You expressly and irrevocably waive and forfeit any right to a jury trial in any claim or controversy arising under this Agreement.

18.6         Should you dispute the foregoing subsection 11.5 you expressly grant that Zero Labs may file your express waiver and consent in a court of competent jurisdiction.

19.1         This Agreement shall be governed by and under the laws, regulations, and codes of the State of California, regardless of any conflict of laws provision.

20.1         By entering into this Agreement you irrevocably agree to and consent to the jurisdiction of the State of California. You expressly waive and forfeit any claims of forum of non-conveniens.

21.1         In the event of irreparable harm, the parties agree that injunctive relief may be granted until the event threatening such harm has been resolved, mitigated, or arbitrated.

22.1         You expressly forfeit and waive any and all right or claim to class action litigation or arbitration.

22.2         To the fullest extent possible under existing law, no claim or controversy arising from this Agreement may be joined to another claim, nor may you join with any potential, current, or former Zero Labs customer in litigation activity.

23.1         Should a court of law determine that any part of this Agreement is unenforceable or in violation of existing law, such portion(s) shall be treated as though they had never been a part of this Agreement.

23.2         In the instance of the foregoing as listed in Section 23.1, the remaining portion(s) of this Agreement shall remain in full force and effect.

24.1         Zero Labs reserves the right to modify, cancel, or change the Terms and Conditions of this Reservation Agreement as may be reasonably necessary. 

24.2         In the instance of such modification you will be promptly notified and provided the opportunity to exercise your right under subsection 2.3 of this Agreement to withdraw from the Agreement.

25.1         In the event that you opt to accept the proposed estimate for the work to be performed, all relevant portions of this Agreement shall transfer to the Work Agreement to be signed by yourself. In the event of conflict between the Terms and Conditions of such Work Agreement and the Terms and Conditions enclosed herein, the Terms and Conditions of the Work Agreement shall control the rights and responsibilities of the respective parties.

26.1         The foregoing Terms and Conditions shall compromise the entirety of the Reservation Agreement. No representations, marketing, or promises shall alter this Agreement nor attach to this Agreement unless explicitly incorporated or agreed to in writing.