Dacora Reservation Agreement | The Future is in Motion

DACORA VEHICLE RESERVATION AGREEMENT

Last Modified: March 10, 2025

This Dacora Vehicle Reservation Agreement, including any policies and rules referenced herein, which are expressly incorporated herein by this reference (this “Agreement”), dated March 10, 2025 (the “Effective Date”), sets forth a legally binding agreement between you (“You” or “you”) and DC Motors Corp., a Delaware corporation, and our affiliates (“Dacora”). These Terms govern your reservation (“Reservation”) of a Dacora 001 (“Vehicle”). Please read these Terms carefully before submitting your Reservation. By signing this Agreement, you agree to be legally bound by these Terms. You and Dacora will each be referred to herein as a “Party” and together as the “Parties”.

ARBITRATION NOTICE: SECTION 13 (DISPUTE RESOLUTION) OF THESE TERMS CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO A COURT HEARING AND JURY TRIAL. YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. PLEASE READ SECTION 13 (DISPUTE RESOLUTION) CAREFULLY.

ACCEPTANCE OF TERMS; RESERVATION

You acknowledge and agree to pay a deposit in the amount of Ten Thousand U.S. Dollars ($10,000) (“Deposit”) in consideration of the Reservation with Dacora hereunder. Your Deposit is refundable unless any of the restrictions under Section 3.3 (Conditions on Refund) of this Agreement apply. You acknowledge and agree that this Reservation and any Deposit paid hereunder does not constitute a sale of a Vehicle to you.

BY READING THESE TERMS AND CLICKING ACCEPT, YOU AGREE TO THESE TERMS AND ACKNOWLEDGE THAT THIS IS NOT A PURCHASE AGREEMENT FOR THE SALE OF A VEHICLE. YOU FURTHER AGREE THAT YOUR DEPOSIT MAY BE CREDITED TOWARDS THE OPERATIONS AND COSTS RELATED TO THE BUILD OF YOUR VEHICLE, PURSUANT TO A VEHICLE PURCHASE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT.

Your priority on the Reservation list will be based on the date you submit your Deposit. Upon a Purchase (as defined below) the Deposit will be credited against the Purchase Price (as defined below).
To complete your purchase of a Vehicle (the “Purchase”), you must agree to and sign the Dacora Vehicle Purchase Agreement (the “Vehicle Purchase Agreement”), which will include additional terms and conditions, and pay the purchase price of $500,000 (inclusive of any Deposit amounts paid by you under this Agreement), plus all applicable taxes and fees (collectively, the “Purchase Price”) for the Vehicle.
Various Vehicle design, manufacturing details and sale terms are being finalized and are subject to change by Dacora. Dacora will use commercially reasonable efforts to deliver your Vehicle consistent with the terms of this Agreement. You acknowledge and agree that in spite of payment of the Deposit, due to factors including those affecting design, manufacturing or delivery, which may include force majeure events, Dacora is under no obligation to sell you a Vehicle, meet a firm delivery date or provide a Vehicle with specific features. In such event, your Deposit will be subject to Section 3.

ELIGIBILITY REQUIREMENTS; REPRESENTATIONS AND WARRANTIES

Each Party represents that it has the rights and authority to enter into this Agreement. You represent and warrant that you are able to pay the Purchase Price to complete the Purchase, are legally entitled to enter into these Terms and complete the Purchase, and have the right, authority and capacity to enter into and abide by these Terms and complete the Purchase. If you are submitting a Reservation for a Vehicle on behalf of an organization, company or other entity (“Entity”) in the United States, you represent and warrant that you have the authority to legally bind such Entity to these Terms and that such Entity agrees to be so bound and that the entity is duly formed, is in compliance with applicable laws and has the authority to enter into these Terms and complete the Purchase. You also represent and warrant that all information you submit as part of your Reservation is accurate. You are solely responsible for keeping your information current and updating your Reservation information by contacting us at sales@dacora.com

EXCEPT AS EXPRESSLY STATED HEREIN, DACORA PROVIDES NO OTHER REPRESENTATIONS OR WARRANTIES RELATED TO THE SUBJECT MATTER HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

PAYMENT; CANCELLATION

Payment. Upon entering into this Agreement, you agree to pay the Deposit to place your Reservation. Payments shall be made via wire transfer, credit card, or by such other electronic transfer / means as agreed by Dacora in writing. Credit card payments may incur additional transaction fees, for which you will be solely responsible. By submitting your Deposit, you agree to authorize Dacora to validate and verify your payment method and subsequently process and transmit your payment information to facilitate the transaction. You represent and warrant that you have all necessary authority to use the payment method indicated below for any payments submitted to Dacora and that you assume all responsibility with respect to such transaction.

Cancellation. Either Party may at any time and for any reason cancel this Reservation. To cancel your Reservation, you must contact us at sales@dacora.com prior to signing the Purchase Agreement, which will govern our relationship and supercede this Agreement upon signing by both Parties. If we cancel or decline your Reservation, we will reach out to you via the contact information you provide to us to notify you of such cancellation. Subject to Section 3.3 of this Agreement, upon any cancellation of this Reservation, we will refund to you in full any Deposit amounts you have paid via wire transfer, credit card, or by such other means as agreed by Dacora, less any applicable transfer fees (e.g., credit card refunds will be the amount of your Deposit less four percent (4%), or other such amount as we notify you via email, for applicable transfer fees), within thirty (30) days of notice of such cancellation.

Conditions on Refund. Given the bespoke nature of the Vehicle and limited inventory, you acknowledge and agree that your Deposit is non-refundable if any of the following occurs after the Effective Date of this Agreement: (i) you enter into a Vehicle Purchase Agreement, (ii) prior to entering into a Vehicle Purchase Agreement we accept your written request for an order for any customization of a Vehicle; or (iii) you fail to enter into a Vehicle Purchase Agreement within ninety (90) days of entering into this Agreement and submitting your Deposit.

TERM

The term of this Agreement shall commence on the Effective Date and continue until (i) you or we cancel your Reservation or (ii) you enter into a Vehicle Purchase Agreement, whichever is earlier.

MODIFICATION TO THESE TERMS; ASSIGNMENT

This Agreement shall not be altered, revised, amended or modified except as agreed in writing between the Parties. You shall not assign your rights under this Agreement without our prior written consent. We may assign our rights and duties under this Agreement to any party at any time without notice to you and without your express consent. Any assignment in violation of this Agreement shall be null and void.

Our Privacy Policy governs the processing of all personal data collected from you in connection with your Reservation and any actual purchase of a Vehicle. You hereby agree to the Privacy Policy and its terms and provisions, which are hereby incorporated and made a part of these Terms by this reference.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL DACORA OR OUR SUCCESSORS, ASSIGNS, AFFILIATES, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND MANAGERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE). EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DACORA OR OUR SUCCESSORS, ASSIGNS, AFFILIATES, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND MANAGERS ARISING OUT OF THIS AGREEMENT, FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT OF THE DEPOSIT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN CERTAIN JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU; ALL OTHER PROVISIONS OF THESE TERMS REMAIN IN FULL FORCE AND EFFECT.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless us, our affiliates, our subsidiaries, and each of our and their respective shareholders, members, managers, directors, officers, employees, personnel, agents, successors and assigns (collectively, the “Indemnitees”) from and against any and all third party claims, allegations, demands, actions, causes of action, lawsuits, investigations and proceedings (including any and all liability, damages, costs, expenses (including reasonable attorneys’ fees), settlements, fines, penalties and losses of any kind or nature whatsoever resulting from any of the foregoing) arising out of or in connection with your violation or breach of these Terms or related to the Purchase. We reserve the right to assume the exclusive defense and control of any claim and matter otherwise subject to indemnification by you at your expense, and you shall not in any event settle or otherwise dispose of any matter without our prior written consent.

FORCE MAJEURE

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, inability to obtain or delay in obtaining adequate or suitable supplies, breakdown of materials or telecommunications, or power outage.

NOTICES

We may send you responses or notices by email or written communication sent by U.S. Postal Service to the address we have on file for you. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

CONSENT FOR COMMUNICATIONS

By entering into this Agreement, you acknowledge and agree that you consent to being contacted now or in the future at the telephone numbers that you provide to us. We may contact you via phone call or text message, using automated or prerecorded voice messages with non-marketing information related to your Reservation, and you specifically consent to and acknowledge that any such phone call or text message may incur a charge for which you will be fully responsible. You also consent to receiving emails from us to any email address that you provide. You acknowledge and agree that these communications from Dacora may contain non-public information. If you would like to modify the method by which we may communicate with you, you may do so by contacting Dacora at sales@dacora.com.

GOVERNING LAW

These Terms shall be governed by and construed for both substantive and procedural purposes in accordance with the laws of the State of California, U.S.A., without giving effect to any principles of any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the laws of any jurisdiction other than those of the State of California to apply.

DISPUTE RESOLUTION

Timing of Claims. Any cause of action or claim you may have with respect to this Agreement must be commenced within one (1) year after the claim or cause of action arises.

Arbitration and Venue. Any dispute relating in any way to this Agreement shall be submitted to confidential arbitration in the County of Santa Barbara, California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court, and you consent to jurisdiction and venue in such courts. Arbitration under these Terms shall be conducted under the rules then prevailing of the American Arbitration Association in accordance with its Commercial Arbitration Rules and before a single arbitrator.

Ultimately, the selected arbitrator must have expertise in the subject matter of the dispute. The expenses of the arbitration charged by the arbitrator shall be borne by the non-prevailing party or otherwise as appropriately allocated between the Parties to the arbitration by the arbitrator in his or her discretion. However, in every other regard, each Party shall pay for and bear its own costs and legal fees, costs, and expenses. The arbitration shall be completed within one hundred twenty (120) days of either giving notice or filing a demand to arbitrate with the American Arbitration Association (whichever shall first occur).

Final Arbitration. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. The testimony, evidence, ruling, and all documentation regarding any arbitration shall be considered confidential information. Neither Party may use, disclose, or divulge any such information unless otherwise required by law.

Class Action Waiver. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise. You agree to an arbitration on an individual basis. IN ANY DISPUTE, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one (1) person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

MISCELLANEOUS

The division of these Terms into sections and the headings of the various sections in these Terms are for convenience of reference only and shall not affect the construction or interpretation of these Terms. You acknowledge and agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to these Terms. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the Parties nor trade practice shall act to modify any of these Terms. No assignment or delegation relieves you of any of your obligations under these Terms. Any provision of these Terms that contemplates performance or observance subsequent to any expiration or termination of these Terms, or which is otherwise necessary to interpret the respective rights and obligations of the Parties hereunder, shall survive any expiration or termination of these Terms and continue in full force and effect. If any provision of these Terms shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms, together with our Privacy Policy, and all other documents incorporated herein by reference, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede any agreements previously existing between the Parties with respect to such subject matter.