LAST REVISED ON: 7.31.19
WHAT WE COLLECT
We collect information about website users in a range of ways.
Information You Give Us. Canoo may collect information you provide directly to us on the Site, including, but not limited to, your name and email address, and other information provided directly to Canoo by you. Canoo may also collect information you provide by signing up for or attending events, participating in surveys, contests, sweepstakes and promotions sponsored by Canoo, interacting with Canoo online via email, blog, forums or social media, or submitting a job application to work at Canoo. If you submit any information relating to people other than yourself, you hereby represent that you have the authority to provide such information and consent to the use of the information in accordance with this Policy.
Information We Get From Others. We may also collect information about you that we receive from business partners, marketers, analysts and other sources to enable us to verify and update information contained in our records and better personalize our sites, products and services for you. We may add this to information we get from the Site.
Information Automatically Collected. When you visit the Site, Canoo may automatically log certain information about you and your computer. For example, when visiting our Site, we may log your computer or mobile device operating system type and platform, internet protocol (IP) address, browser type and version, browser language, the websites you visited before browsing to our Site, pages you viewed, how long you spent on a page, access times and information about your use of and actions on our Site.
Information Collected Using Other Tracking Tools. In addition to, or in conjunction with Cookies, we may use other tracking tools to, among other things, track the activity of users on the Site, help manage content, measure the success of marketing campaigns and compile statistics about usage and response rates. For example, pixel tags (also known as clear GIFs, web bugs, or web beacons) may be used to track the online movements of users of the Site. Pixel tags and similar tools may also be used in our emails to track whether an email was read or forwarded to someone else.
USE OF PERSONAL INFORMATION
We may use information we collect to communicate with you, to provide and improve our products and services, and for the purposes listed below:
• We may use your personal information to operate, maintain, and improve our sites, products and services.
• We may use your personal information to respond to comments and questions, provide customer service and fulfill your requests.
• We may use your personal information to communicate with you about promotions and upcoming events, and to send you other news about products and services offered by us and our selected partners (subject to your consent where required by applicable law). Promotional communications may include, but are not limited to, newsletters, brochures, and email marketing, and may include information regarding Canoo events, contests, products and services. If you no longer wish to receive these materials, you may opt out by following the opt-out instructions included in any marketing email or mailings received from us, or by contacting us at the addresses indicated under Contact Information below. Please note that we may still send you certain important administrative and non-marketing messages even if you opt out of receiving promotional emails.
• We may use your personal information to send other company information and updates, including but not limited to, confirmations, invoices, technical notices, policy updates, security alerts, and support and administrative messages.
• We may use your personal information to protect, investigate, and deter against fraudulent, unauthorized, or illegal activity, to enforce and prevent violations of our policies and terms, and as otherwise necessary to establish, protect and defend our legal rights.
Except as described above and below, Canoo may use or share information that does not personally identify you for any purpose permitted by law, such as for operational or research purposes, for industry or market analysis, to improve or modify our products and services, to better tailor our products and services to your needs, and where legally required.
SHARING OF PERSONAL INFORMATION
We may share information we collect as follows:
• We may share personal information with your consent. For example, you may let us share personal information with third parties for their own marketing uses. Those uses will be subject to their privacy policies.
• We may share personal information with third party sponsors of contests and similar promotions, if you elect to participate.
• We may share personal information when we do a business deal, or negotiate a business deal, involving the sale or transfer of all or a part of our business or assets. These deals can include any merger, financing, acquisition or bankruptcy transaction or proceeding.
• We may also share aggregated and/or anonymized data (such as aggregate Site usage statistics) with third parties for research, marketing, analytics or other purposes, provided such information does not identify a particular individual.
Links or Content from Other Websites. Our Site may contain links to or content from websites maintained by third parties. Canoo is not responsible for the privacy practices of such third-party sites. Please refer to the privacy policies of these respective websites to view the relevant privacy practices.
HOW WE PROTECT AND MANAGE YOUR INFORMATION
Security. Canoo has implemented various physical, electronic, contractual, and managerial security measures to protect against loss, misuse, and alteration of personal information that we store and collect. However, no method of transmission over the Internet, and no means of electronic or physical storage, is absolutely secure. Should you have further questions or concerns about our security measures, please contact us using the addresses set forth under Contact Information below.
Retention of Your Information. We retain your information for as long as required to satisfy the purpose for which it is collected and used (for example, for the time necessary for us to provide you with customer service, answer queries or resolve technical problems), unless a longer period is required or permitted by law, such as to fulfill our legal obligations or to establish, protect, or defend legal claims.
Your California Privacy Rights. Once a year, California residents may request and obtain certain information regarding our disclosure, if any, of personal information to third parties for their direct marketing purposes during the immediately prior calendar year. We comply with this law by allowing users to opt-out of share their personal information with third parties for direct marketing purposes. To receive the information described above or to request that we stop sharing your information, please contact us the addresses set forth under Contact Information below.
Collection of Data and Transfer Outside the United States. Canoo is a company based in the United States. The Site is controlled and operated from the United States; however information collected about you or your use of our products or services may be collected, stored and processed in any country where we have facilities or in which we engage service providers. Some of these jurisdictions, including the United States, may not provide an equivalent level of data protection as your home jurisdiction. When we transfer and process information about you or your use of our products or services to other countries, we will protect it as described in this Policy and in accordance with local law, including, where applicable, the more stringent standards set forth in certain jurisdictions such as the European Economic Area (EEA). By using the Site, you acknowledge and consent to any such transfer, storage, or use of information to countries outside of your country of residence, including the United States. We will endeavor to take steps to ensure that your information receives an adequate level of protection in the jurisdictions in which we process it, including through appropriate written data processing terms and/or data transfer agreements. If you are in the EEA, you may have the right to obtain details about the mechanism under which your information is transferred to a third country. For more information about these transfer mechanisms, please contact us as set out in the Contact Information section below.
We may rely on various legal grounds to collect, use, and otherwise process your information, including: your consent; that the information is necessary for the performance of a contract with you; to comply with a legal obligation; to protect your, or someone else’s vital interests; or for a legitimate interest that is balanced against your rights and interests. These legitimate interests may include Canoo’s interest in improving its products and services, enhancing safety and security, protecting Canoo or its business partners against wrongful conduct, and responding to customer inquiries and claims. Where applicable, we will inform you whether and why we need certain information from you, for example, whether we need the information to fulfill a legal or contractual requirement and what the consequences are of not providing the information.
Minors. Our products and services are not directed to individuals under the age of sixteen (16), and we request that these individuals not provide any information to Canoo. To respect the privacy of children and to comply with the Children's Online Privacy Protection Act, if you are under the age of eighteen (18), you should only use the Site with the involvement of a parent or guardian.
INFORMATION CHOICES AND CHANGES
As detailed in the sections above and below, we give you many choices regarding our collection, use, and sharing of information from or about you or your use of our products or services. For example:
• Our marketing emails, newsletters and other promotional materials include instructions for how you may “opt out” of receiving further communications. If you no longer wish to receive such communications, you may opt out by following instructions included in such communications, or contacting us at email@example.com or at the address indicated below. If you opt out, we may still contact you regarding certain non-marketing subjects. Please allow a reasonable time after reaching out for us to process your request.
• You may send all other requests about personal information to the addresses indicated under Contact Information below. You can request to change contact choices, opt out of our sharing with others, update your personal information, or cancel an account if one has been created.
• You can typically remove and reject cookies from our Site with your browser settings. Many browsers are set to accept cookies until you change your settings. If you remove or reject our cookies, it could affect how our Site works for you.
Access and Data Subject Rights. In certain jurisdictions you may have the rights to request access to and receive information about certain information we maintain about you; update and correct inaccuracies in that information; have the information restricted or deleted; object or withdraw your consent to certain uses of information; and lodge a complaint with your local supervisory authority. You may also have the right to data portability with regard to the data you provided to us. These rights may be limited in some circumstances by local law. If you would like to exercise your rights in relation to information from or about you, you may contact us at the addresses set forth under Contact Information below.
In your request, please make clear what information you would like to have changed, whether you would like to have the information that you have provided to us suppressed from our database, or otherwise let us know what limitations you would like to put on our use of the information that you have provided to us. For your protection, we may only implement requests with respect to the information associated with the particular email address that you use to send us your request, or we may need to verify your identity before implementing your request.
Please note that we may need to retain certain information for recordkeeping or legal compliance purposes and/or to complete any transactions that you began prior to requesting such change or deletion (e.g., when you make a purchase or enter a promotion, you may not be able to change or delete the information provided until after the completion of such purchase or promotion).
19951 Mariner Ave
Torrance, California 90503
Last Updated: 7.31.19
The website located at www.canoo.com (the “Site”) is a copyrighted work belonging to Canoo Inc. (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 9.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1.1 Account Creation. In order to use certain features of the Site, we may request, and in some cases require, that you register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 8.
1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. ACCESS TO THE SITE
2.1 License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.
2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
2.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
2.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.
2.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3. USER CONTENT
3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
3.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
3.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
3.5 Feedback. If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5. THIRD-PARTY LINKS & ADS; OTHER USERS
5.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
5.2 Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
5.3 Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. TERM AND TERMINATION.
Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through
2.5, Section 3 and Sections 4 through 10.
9.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site (including by means of an updated version or revision date). These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
9.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 19951 Mariner Avenue, Torrance, California 90503. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
(m) Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California, for such purpose
9.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
9.4 Disclosures. Company is located at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
9.5 Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
9.6 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
9.7 Copyright/Trademark Information. Copyright © 2019 Canoo Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) and all other designs displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
9.8 Contact Information:
19951 Mariner Avenue
Torrance, California 90503
LAST REVISED ON: APRIL 4, 2019
These General Terms and Conditions (the "Terms") for the Purchase of Goods and Services apply to all transactions conducted by Canoo Inc. (f.k.a. EVelozcity Inc.) and its affiliates ("Canoo"), as the purchaser, from the seller (the “Seller”) of the goods and services specified in any purchase order(s) entered by the Parties (“Purchase Order”), and are expressly incorporated into any Purchase Order. Notwithstanding anything to the contrary herein, if a written contract signed by both Parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent its terms are inconsistent with these Terms. Canoo and Seller shall each hereafter be referred to individually as a “Party” or collectively as the “Parties.”
2. Shipment, Delivery and Acceptance (Goods).
(a) Packing and Shipping. Seller shall pack all goods for shipment according to Canoo’s instructions or, if there are no instructions, in a manner sufficient to ensure the Goods are delivered in undamaged condition. Unless otherwise set forth in the Purchase Order, the cost of packing, marking and shipping the Goods shall be borne by Seller.
(b) Place and Manner of Delivery of Goods. Seller shall deliver all Goods in the quantities and on the date(s) specified in the Purchase Order (“Delivery Date”) to the address specified in the Purchase Order (the "Delivery Point") during Canoo’s normal business hours, or as otherwise instructed in writing by Canoo. Seller acknowledges that time is of the essence with respect to Seller's obligations hereunder and that the timely delivery of the Goods is of critical importance to Canoo. If, for any reason, the Seller finds it will be hard to meet the Delivery Date, it shall promptly provide written notice to Canoo stating such circumstance and the expected duration thereof, and the Parties shall work in good faith to reach a resolution.
(c) Title and Risk of Loss. Title and risk of loss passes to Canoo upon delivery of the Goods at the Delivery Point. Prior to delivery at the Delivery Point, Seller shall bear all risk of loss or damage to the Goods.
(d) Inspection and Acceptance. Canoo has the right to inspect all or a sample of the Goods on or after the Delivery Date to ensure conformity with this Agreement. If, after inspection, Canoo confirms the Goods conform with the requirements of the Purchase Order, it will make oral or written acceptance of the goods. If Canoo discovers that the Goods fail to confirm with the Purchase Order it may, in its sole discretion, (a) retain and correct Goods that fail to conform to the requirements of a Purchase Order; or (b) reject all or any portion of the goods. If Canoo elects to correct the Goods, it will consult with Seller on the method of correction and Seller shall reimburse Canoo for all reasonable expenses resulting from such correction. If Canoo rejects any portion of the Goods, it has the right, effective upon written notice to Seller, to: (i) rescind this Agreement with respect to any portion of Goods rejected and receive prompt reimbursement from Seller for the cost of such rejected Goods; (ii) accept the Goods or any portion thereof at a reasonably reduced price proportionate to the portion of Goods rejected; or (iii) require replacement of the rejected Goods. Any inspection or other action by Canoo under this Section shall not reduce or otherwise affect Seller's obligations under the Agreement or reduce Canoo’s remedies. Canoo shall have the right to conduct further inspections after Seller has carried out its remedial actions.
(e) Canoo Property. All supplies, tooling (including fixtures, gauges, jigs, patterns, castings, cavity dies and molds, with all related appurtenances, accessions, and accessories), and all other deliverables, data, inventions (whether or not patentable), industrial designs, technical information, know-how, processes of manufacture and other intellectual property and information, which has been either: (i) provided by Canoo; or (ii) created, developed, conceived or first reduced to practice by or on behalf of Supplier to produce the Goods or Services, and for which Canoo has agreed to reimburse Supplier, shall be and remain the sole and exclusive property of Canoo(“Canoo Property”) and shall be held by Supplier on a bailment basis until such time as it is transferred to Canoo. Supplier shall bear the risk of loss of and damage beyond reasonable wear and tear to Canoo Property and shall adequately insure Canoo Property for its full replacement value at Supplier’s cost, with loss payable to Canoo, at all times while the Canoo Property is in Supplier’s possession. At all times while in Supplier’s possession, the Canoo Property shall also be properly housed and maintained by Supplier, at its expense, and clearly marked as Canoo Property. The Canoo Property shall not be used by Supplier for the production of Goods or Services to supply to third parties absent Canoo’s prior written consent. Any Canoo Property must be kept at the address indicated in an equipment database regularly updated by Supplier and provided to Canoo. If the Canoo Property is to be attached to real estate, Supplier shall provide Canoo with a disclaimer or disclaimers of any interest in the Canoo Property and shall also ensure that the equipment may be removed without damage to the real estate. Supplier shall not use the Canoo Property for any purpose other than Supplier’s performance under any Purchase Order with Canoo. Upon Canoo’s written request and after payment has been made by Canoo for the Canoo Property, the Canoo Property shall be released to Canoo or delivered by Supplier to Canoo, pursuant to Canoo’s written instructions and at Canoo’s expense. To the fullest extent permitted by applicable law, Supplier waives all rights to any liens that Supplier may otherwise have on any Canoo Property.
3. Performance and Acceptance (Services).
(a) General. Seller shall provide the Services to Canoo as described in and in accordance with the Purchase Order, including, without limitation, all performance dates, timetables, project milestones and other requirements and in accordance with the terms and conditions set forth in these Terms.
(b) Performance Obligations. At all times while performing the Services, Seller shall:
(i) before the date on which the Services are to start, obtain and, at all times during performance, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;
(ii) comply with all rules, regulations and policies of Canoo, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Canoo to certain areas of its premises or systems for security reasons, where applicable, and general health and safety practices and procedures;
(iii) maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Seller in providing the Services in such form as Canoo shall approve, which shall be subject to inspection pursuant to Section 9.
(iv) obtain Canoo’s prior written consent prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller's employees, to provide any Services to Canoo (each such approved subcontractor or other third Party, a "Permitted Subcontractor"). Canoo’s approval of any Permitted Subcontractor shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Seller's own employees. Nothing contained in this Agreement shall create any contractual relationship between Canoo and any Permitted Subcontractor;
(v) require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement, and, upon Canoo’s written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Canoo;
(vi) ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law, are suitably skilled, experienced and qualified to perform the Services and that necessary supervision is provided to ensure compliance with the terms of the Purchase Order;
(vii) ensure that all of its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by Canoo;
(viii) keep and maintain any Canoo equipment in its possession in good working order and not dispose of or use such equipment other than in accordance with the Canoo’s written instructions or authorization.
(ix) ensure that all Services to be performed at the Canoo facilities shall not interfere with the operations of Canoo or third Parties any more than reasonably necessary for performance of the Services.
(x) ensure that, in performing the Services, the Seller takes particular care regarding substances that are hazardous to the environment. If the Seller releases any hazardous substances in performing the Services, finds any hazardous substances, or suspects the presence of such substances, Seller shall notify Canoo immediately and cooperate with Canoo to promptly remedy the issue.
(c) Acceptance. Upon completion, Seller shall apply for final acceptance of the Services and any associated Deliverables by Canoo. Any such date of acceptance shall be reasonably scheduled as agreed by the Parties. Seller shall bear all material costs incurred in the course of final acceptance. The acceptance of the Services, partial Services or any Deliverables shall only be considered granted upon written confirmation by Canoo.
4. Pricing and Payment Terms.
(a) The price of the Goods and Services is the price stated in the Purchase Order (the "Price"). Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties, fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Canoo.
(b) Seller shall issue an invoice to Canoo on or any time after acceptance by Canoo of the Goods and Services and only in accordance with these Terms. Canoo shall pay all properly invoiced amounts due to Seller within thirty (30) days of Canoo’s receipt of such invoice, except for any amounts disputed by Canoo in good faith. Unless a Purchase Order specifically states otherwise, all payments for Goods or Services will be made in U.S. dollars.
(a) General Warranties. Seller represents and warrants to Canoo that, upon execution and for the Term: (i) Seller has the right to enter into the Agreement, to grant the rights herein and to perform fully all of its obligations in the Agreement, including under each Purchase Order; and (ii) Seller entering into this Agreement with Canoo and its performance of any Services and delivery of any Goods hereunder does not and will not conflict with or result in any breach or default under any other agreement to which it is subject.
(b) Warranty on Goods. Seller represents and warrants that for the duration of the Warranty Period (as defined below) any Goods supplied under this Agreement will: (i) be free from material defects in workmanship, material and design; (ii) conform to any applicable specifications, drawings, designs, samples and other requirements specified in the Purchase Order; (iii) be fit for their intended purpose and operate as intended; (iv) be merchantable; (v) be free and clear of all liens, security interests or other encumbrances and that good and valid title to all Goods will pass freely to Canoo; and (vi) not infringe or misappropriate any third Party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Canoo.
(c) Warranty on Services. Seller warrants to Canoo that it shall perform any Services under this Agreement: (i) using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with applicable law and generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and (ii) in conformance in all material respects with the specifications set forth in this Agreement and in accordance with applicable law.
(d) Warranty Remedies. The warranties set forth in this Section 5 are cumulative and in addition to any other warranty provided by law or equity. If Canoo gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly (i) replace or repair defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Canoo, and, if applicable, (ii) repair or re-perform the applicable Services.
(e) Warranty Period. The duration of the warranties on any Goods or Services supplied hereunder shall extend for the later of twelve (12) months from the Delivery Date (in the case of Goods) or the date of final acceptance by Canoo (in the case of Services) or any other period of time specified in the applicable Purchase Order (the “Warranty Period.”)
6. Confidential Information.
The terms and conditions of the Mutual Non-Disclosure Agreement (“NDA”) executed by the Parties are incorporated herein by reference and apply to information disclosed in the course of this Agreement.
7. Indemnification and Liability.
(a) General Indemnification. Seller shall defend, indemnify and hold harmless Canoo and its directors, officers, shareholders, agents and employees (collectively, "Indemnitees") from and against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the Goods and Services purchased from Seller or Seller's negligence, willful misconduct or breach of the Agreement, or Seller’s failure to comply with applicable law. Seller's obligation to indemnify will apply regardless of whether the claim arises in tort, negligence, contract, warranty, strict liability or otherwise. Seller shall not enter into any settlement without Canoo’s prior written consent.
(b) Intellectual Property Indemnification. Seller shall, at its sole expense, defend, indemnify and hold harmless Canoo and Indemnitees from and against any and all Losses arising out of or in connection with any claim that Canoo or Indemnitee's use or possession of the Goods, or use of the Services or any deliverables derived therefrom, infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Seller's obligation to indemnify will apply regardless of whether the claim arises in tort, negligence, contract, warranty, strict liability or otherwise. In no event shall Seller enter into any settlement without Canoo or Indemnitee's prior written consent.
8. Limitation of Liability.
IN NO EVENT SHALL Canoo BE LIABLE TO SELLER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Canoo or its Indemnitee’s total maximum aggregate liability arising from this Agreement exceed the total fees and costs which Canoo paid to Seller within the twelve (12) month period preceding the date that any claim is brought.
During the Term and for a period of twelve (12) months following its expiration or earlier termination, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to: (a) Worker’s Compensation Insurance as required by applicable law including Employer’s Liability coverage “B” (or stop gap coverage) in the amount of $1,000,000; (b) Commercial General Liability Insurance in at least the amount of $1,000,000 combined single limits per occurrence and $2,000,000 in the aggregate; (c) Vehicular Liability Insurance in at least the amount of $1,000,000; and (d) Umbrella coverage in the amount of $1,000,000. Any shortfall in the above coverages can be made up for by the umbrella policy so long as proof is provided in writing that the umbrella covers that policy. All policies must be undertaken with financially sound and reputable insurers. Upon Canoo’s request, Seller shall provide Canoo with a certificate of insurance from Seller's insurers evidencing the insurance coverage specified in these Terms. Except where prohibited by law, Seller shall require its insurers to waive all rights of subrogation against Seller's insurers and Seller. Seller must also require all Permitted Subcontractors to comply with all insurance requirements of these Terms.
10. Audit Rights.
If requested by Canoo, the Seller will permit Canoo to examine all pertinent documents, data and other information relating to the Goods or Services, the Seller's obligations under the Purchase Order, or any payment made to the Seller during the Term and for a period of twelve (12) months thereafter. Canoo further reserves the right to inspect any facility where the Goods are being processed or where the Services are being performed to ensure compliance with the terms of this Purchase Order.
11. Term and Termination.
(a) Term. Unless otherwise set forth in any Purchase Order, the term of the Agreement shall commence upon acceptance by Seller of a Purchase Order and shall continue until terminated in accordance with this Section (the "Term").
(b) Termination for Convenience. Unless a Purchase Order specifically states otherwise, prior to the Delivery Date or commencement of Services, Canoo may terminate any Purchase Order, in whole or in part, with immediate effect, by a written notice of termination to Seller. After the Delivery Date or commencement of Services, except as set forth at Section 10(c), Canoo shall have the right to terminate this Agreement, or any purchase order hereunder, in whole or in part, for any reason, upon thirty (30) days’ written notice to Seller.
(c) Termination for Performance. In addition to any additional rights or remedies that may be provided under the Agreement, if Seller has not performed or complied with the Agreement, in whole or in part, Canoo may terminate this Agreement or any Purchase Order hereunder, in whole or in part, upon five (5) days’ written notice to the Seller, either before or after the acceptance of the Goods or Services. In each case, the Seller is liable for all actual costs incurred by Canoo, including those for attorneys, experts, consultants and other professionals in effectuating any such termination.
(d) Termination Upon Insolvency Event. Canoo may terminate this Agreement or any individual Purchase Order hereunder, in whole or in part, upon written notice to the Seller, if the Seller: (i) becomes insolvent; (ii) files a voluntary petition in bankruptcy; (iii) has an involuntary petition in bankruptcy filed against it; (iv) has a receiver, administrator, custodian or trustee appointed over the Seller or its assets; or (v) executes an assignment for the benefit of its creditors. In each case, the Seller is liable for all actual costs incurred by the Canoo, including those for attorneys, experts, consultants and other professionals in effectuating any such termination.
(e) Seller’s Obligations Upon Termination. Upon receipt of any notice of termination, Seller, unless otherwise directed by Canoo, will (i) terminate promptly all work under any Purchase Order subject to termination; (ii) transfer title and deliver to Canoo the finished work, the work in process, and the parts and materials which Seller produced or acquired in accordance with any Purchase Order subject to termination; (iii) verify/settle all claims by Permitted Subcontractors for actual costs that are rendered unrecoverable by such termination and provided the recovery of materials in Seller's possession is ensured; and (iv) take actions reasonably necessary to protect property in Seller's possession in which Canoo has an interest until transfer or disposal instructions from Canoo have been received. If Canoo terminates the Agreement, for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by Canoo prior to the termination.12. Miscellaneous
(a) Waiver. No waiver by Canoo of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Canoo. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
(b) Force Majeure. Neither Party shall be liable to the other for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that Party, without such Party's fault or negligence, and which by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this Agreement promptly upon the conclusion of any Force Majeure Event. If a Force Majeure Event prevents Seller from carrying out its obligations under this Agreement for a continuous period of more than twenty (20) days, Canoo may terminate this Agreement immediately by giving written notice to Seller.
(c) Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Canoo. Any purported assignment or delegation in violation of this Section shall be null and void. Notwithstanding the foregoing, no assignment or delegation shall relieve the Seller of any of its obligations hereunder. Canoo may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller's prior written consent to any affiliate or to any person acquiring all or substantially all of Canoo’s assets.
(d) Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
(e) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(f) Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
(g) Binding Arbitration. Except with respect to any claim for injunctive relief under the NDA, any claim or controversy arising out of or relating to this Agreement shall be settled by binding arbitration before a single, neutral arbitration in Los Angeles, in accordance with the Commercial Arbitration Rules of JAMS, which can be found at https://www.jamsadr.com, and which are incorporated herein by reference. Any judgment 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, Seller 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. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, administrative fees, the fee of the sole arbitrator, and all other fees and costs, shall be borne equally by the Parties.
(h) Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the face of the Purchase Order or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
(i) Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(j) Survival. 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: Warranty, Confidential Information, Indemnification and Liability, Insurance, Audit Rights, Governing Law, Binding Arbitration, Notices and Survival.