Orka Labs, Inc.
Last Updated: January 28, 2021
This Reservation Agreement (the “Agreement”) between you (“User”, “you,” or “your”) and Orka Labs, Inc., together with any of its affiliates (“Orka”, “we,” or “us”) is for your reservation to place an order with Orka for Orka’s product – Orka One – and related services (the “Products”) through Orka’s pre-order program. This Agreement and the subject matter hereof are not intended for persons under the age of 18.
PLEASE NOTE THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE THAT REQUIRES YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION (NOT IN COURT).
By entering into this Agreement, you are making a reservation to place an order with Orka. This Agreement does not constitute the sale of any product of Orka.
To make the pre-order reservation deposit, you must first register a user account with us. Each account is limited to one deposit purchase. This purchase is used to redeem a voucher for the purchase of Orka One product. The voucher is valid for the duration of the pre-order event and can be used only once per purchase. Each of your reservations becomes effective when Orka receives both of (i) your validly executed Agreement, and (ii) your reservation payment in the amount of $19.99 per reservation (the “Reservation Deposit”). You may execute this Agreement by acknowledging and accepting this Agreement online through your user account. You may pay your Reservation Deposit via credit card or other payment methods accepted by Orka. Upon your reservation becomes effective, you have reserved a place in line for participating in our pre-order program and will receive communications about our pre-order program.
The Reservation Deposit shall in no event be deemed as investment, loan or financial deposit to Orka and you will not earn any interest or other returns on the Reservation Deposit paid.
For any persons who have successfully made the reservation, you will receive an email confirmation and invitation to participate in our pre-order program. If and when Orka notifies you that it is time to place your order for the Products through our pre-order program, such sale and purchase, including but not limited to, the purchase price, the specific Products subject to pre-order, the related services, and the delivery of the Products, will be governed by a separate and legally binding pre-order program agreement between you and Orka (the “Purchase Agreement”). Production and sales dates may vary by region and will be determined by Orka in its sole discretion. At the time you enter into the Purchase Agreement, the Reservation Deposit paid will be applied to the purchase price of the Products pursuant to the terms and conditions thereof.
Orka will establish your reservation sequence position in our sole discretion. Reservation sequence may vary by region. Orka may decline reservations as Orka deems appropriate in Orka’s sole discretion. If your reservation is declined or cancelled, you will be notified, and your Reservation Deposit will be refunded.
You acknowledge that the payment of the Reservation Deposit only demonstrates your intention to pre-order the Products through Orka’s pre-order program but shall not create any binding obligations on you to purchase the Products or on Orka to accept your order.
You may cancel your reservation by contacting email@example.com at any time before making the payment for pre-order, in which case we will cancel your reservation and refund you the full $19.99 Reservation Deposit. After placing a pre-order, as Reservation Deposit may be applied to the purchase price through voucher redemption, you will need to cancel the pre-order instead of the reservation in accordance with the Purchase Agreement, and we will refund you, among other payments you made in connection with the pre-order, the full $19.99 Reservation Deposit pursuant to the terms and conditions of the Purchase Agreement. If you fail to place a pre-order by the end of the pre-order period, Orka will automatically cancel your reservation and refund you the full $19.99 Reservation Deposit. Refund will be processed within ten (10) business days.
All cancellations are final. You lose your place in line once your reservation has been cancelled.
To the maximum extent permitted by applicable law, we make no express or implied warranty of any kind in connection with this Agreement or its subject matter.
You understand that Orka may not have completed the development of the Products or begun manufacturing the Products at the time of your reservation. Further, you acknowledge that Orka is not obligated to hold your Reservation Deposit separately or in an escrow or trust fund or pay any interest on the Reservation Deposit. Orka makes no representation regarding how your Reservation Deposit will be held.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ORKA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS (“ORKA PARTIES”) BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ITS SUBJECT MATTER, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ORKA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, In no event shall Orka PARTIES’ total liability to you for all damages ARISING OUT OF OR RELATED TO THIS AGREEMENT and its subject matter exceed THE RESERVATION deposit ACTUALLY PAID BY YOU. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
PLEASE REVIEW THE FOLLOWING SECTION CAREFULLY AS THIS AFFECTS YOUR LEGAL RIGHTS.
You agree that any dispute, claims or controversies between you and Orka arising out of or relating to this Agreement (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
Any Disputes shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principle. YOU HEREBY EXPRESSLY CONSENT TO BINDING ARBITRATION BEFORE ONE ARBITRATOR, TO BE ADMINISTERED BY JAMS LOCATED IN SAN FRANCISCO, CALIFORNIA FOR ALL DISPUTES. YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST ORKA, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
A reservation is non-transferable. You may not assign this Agreement to any third parties without Orka’s prior written consent. Orka may assign this Agreement, in whole or in part, to any third parties without your consent. The failure by Orka to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit Orka’s right to enforce such provision at a later time. All waivers by Orka must be in writing to be effective. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted to reasonably affect the intention of the parties.