NXU Charger Reservation Agreement

PLEASE READ THIS LEGALLY BINDING AGREEMENT CAREFULLY.

This Nxu Charger Reservation Agreement (these “Terms” or “Agreement”) governs the placing of a reservation (“Reservation”) with Nxu Technologies, LLC (“Nxu” or “we” or “us”) for a NxuOne EV Charging Station (“Charger”). Please read all of these Terms carefully before submitting your Reservation. By submitting your Reservation, you agree to be legally bound by these Terms.

1. No Obligations

Each Reservation you submit for a Charger acts as a deposit for future purchase, subscription, or lease of the Charger. You are under no obligation to enter into a subscription, purchase, or lease a Charger from us, and we are under no obligation to supply you with a Charger.

These Terms do not constitute an agreement for the subscription, lease, sale of a Charger and do not lock in pricing, production, a firm delivery date, or specific technical specifications. To complete the subscription, purchase or lease of a Charger, you will need to execute Nxu’s standard final NxuOne Charger Sale, Subscription, or Lease Agreement (“Final Agreement”) which will include additional terms and conditions, including the final pricing, technical specifications, and delivery date for your Charger. The Final Agreement may be made with another Nxu entity.

2. Registration

When placing a Reservation for a Charger, you represent and warrant that all information provided in the Reservation registration process is accurate, and it is your responsibility to keep this information current. Nxu shall not be liable for inaccurate or outdated information.

3. Reservation Eligibility; Entity Reservations

You must be at least 18 years of age and a resident of the United States to complete a reservation. By agreeing to these Terms, you represent and warrant to us that you are at least 18 years of age and a resident of the United States. If you are reserving a Charger on behalf of a company, organization or entity (an “Entity”) located in the United States, you represent and warrant that you have the authority to bind that Entity to these Terms and such Entity agrees to be bound by these Terms.

4. Payment

You will be charged the fee indicated (the “Reservation Fee”) when you place your Reservation. Placing a Reservation constitutes your express agreement to be charged the Reservation Fee using your provided payment method. Your payment will be held by Nxu in a separate account designated solely for Reservations. Unless canceled and refunded, the Reservation Fee will be released and applied towards payment under the Final Agreement for subscription, lease or sale of your Charger.

5. No Guarantee of Delivery Date

You are reserving a Charger without final technical specifications or delivery details. We will endeavor to produce your Charger in the future and your priority will be set by the date of payment of your Reservation Fee, our manufacturing schedule, our delivery and service operations availability and execution of the Final Agreement. There is no guarantee as to delivery date based on your Reservation.

6. Cancellation/Refund

You may cancel your Reservation and receive a full refund of your Reservation Fee at any time by sending an email to customerservice@nxuenergy.com from the email address you used to make the Reservation or an updated email address you have added to your Nxu account by contacting customerservice@nxuenergy.com. You will receive your refund within approximately 5-10 business days to the method from which you completed your Reservation. Nxu may cancel your Reservation at any time and will issue a full refund of your Reservation Fee to the method of payment from which you paid your Reservation Fee.

7. Charger Configuration

You understand that we may not have begun scale manufacturing the Charger at the time of your Reservation and specifications are subject to change at any time. You understand some Charger features have not yet been determined and may change, even after features are announced. By agreeing to these Terms, you represent and warrant to us that you understand that the Charger configuration may change prior to execution of any Final Agreement.

8. Force Majeure

The obligations of you and Nxu under this Agreement (other than your payment obligations) will be suspended to the extent that such party is wholly or partially precluded from complying with its obligations under this Agreement by force majeure. Force majeure includes, but is not restricted to, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, outbreak, epidemic, public health emergency, quarantine restriction, labor dispute, labor shortage, transportation embargo or failure, curtailment or delay in transportation, act of God, act (including laws, regulations, orders, advisories, disapprovals or failure to approve) of any government or public health agency or authority, whether national, statewide, municipal, or otherwise, or any other event or circumstance beyond such party’s control.

9. Severability; Modification

If for any reason a court of competent jurisdiction finds any provision, or portion of this Agreement, to be unenforceable, the remainder of this Agreement shall continue in full force and effect and the unenforceable provision shall be deemed to be modified solely to the extent necessary to make it enforceable. This Agreement may not be modified, altered or amended unless expressly agreed to in writing signed by Nxu.

10. No Waivers

The failure by Nxu to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Nxu.

11. Assignment; Resale

You may not assign your rights under these Terms without our express prior consent. Nxu may assign these Terms or your Reservation Fee in our discretion without your consent. Any assignment in violation of this Agreement will be null and void. Nxu and its affiliates may unilaterally cancel any order that we believe has been made with the intent to resell the Charger or otherwise has been made in bad faith.

12. Limitation of Liability

No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL NXU OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL NXU’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO NXU PURSUANT TO THIS AGREEMENT.

13. Dispute Resolution—Arbitration AND Class Action Waiver

Binding Arbitration. To the fullest extent permitted by applicable law and except for small claims or if you choose to opt-out as provided below, you and Nxu agree to resolve any claims, demands, disagreements, or disputes between us whether based in contract, tort, statute or otherwise arising from or related to this Agreement or our relationship, including advertising and other communications between you and Nxu, Nxu products or services, and as applicable, your credit application, or the purchase or condition of a Charger (a “Dispute”) by binding arbitration conducted by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules, unless you and we agree otherwise. For more information on arbitration and to access the AAA Consumer Arbitration Rules, please visit: www.adr.org. If the AAA Consumer Arbitration Rules conflict with this Agreement, then this Agreement shall control. You and we understand that we are both waiving our rights to go to court (other than small claims court, as provided below), to present our claims to a jury and to have claims resolved by a jury trial, and also that judicial appeal rights, if any, are more limited in arbitration than they would be in court.

Confidentiality. Unless otherwise prohibited by federal or state law or regulation, any arbitration, and any award issued in an arbitration, shall be kept confidential, except to the extent necessary to seek court intervention (such as to enforce an award).

Initial Dispute Resolution Requirement. Most disputes can be resolved without resort to arbitration or small claims court. For any Dispute, you and we agree that before taking any formal action to initiate arbitration or a small claims suit we will contact the other in an attempt to resolve the Dispute. You will contact us at legal@nxuenergy.com and provide a brief, written description of the Dispute and your contact information. We will contact you at your contact information on file with Nxu. You and Nxu agree to use reasonable efforts to settle any Dispute directly and good faith negotiations shall be a pre-condition to either party initiating a small claims suit or arbitration.

Filing a Demand for Arbitration. If the parties do not reach an agreed-upon solution within a period of 60 days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration. In order to initiate arbitration, you must file an arbitration demand with AAA. You can find information about AAA and file your arbitration demand at https://www.adr.org/support. You are also required to send a copy of the arbitration demand to us and you should send it by email to: legal@nxuenergy.com.

Fees & Costs. AAA’s Consumer Arbitration Rules will govern the allocation of arbitration fees and costs between you and Nxu. However, if your arbitration case filing fee exceeds the filing fee you would pay to file the action in a court of law, Nxu will pay the amount of your case filing fee in excess of the filing fee you would pay in a court of law. The amount we pay may be reimbursed in whole or in part by decision of the arbitrator if s/he finds that applicable law allows such reimbursement because your claims were frivolous or brought in bad faith. You are responsible for your own attorneys' fees unless applicable law provides otherwise.

Arbitration Location and Procedure. Arbitration shall be initiated and take place in the city or county of your residence unless you and Nxu agree otherwise, or, if you reside outside of the United States, in Maricopa County, Arizona. If your claim does not exceed $25,000, then the arbitration will be conducted solely on the basis of documents you and Nxu submit to the arbitrator. If your claim exceeds $25,000, you and Nxu may agree to conduct arbitration by videoconference or teleconference or conduct a document-only arbitration without any hearing.

Applicable Law. This Section 13, Dispute Resolution – Arbitration and Class Action Waiver, its subject matter, formation and enforceability will be governed by the Federal Arbitration Act as interpreted by the federal courts, and not any state law regarding arbitration. The statute of limitations laws of the State in which Nxu Chargers that is nearest to your delivery address, without regard to choice or conflict of law principles, will apply to any claims brought in arbitration.

Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Section, including but not limited to any claim that all or any part of this Section is void or voidable, whether a claim is subject to arbitration or the question of waiver by litigation conduct. However, the parties agree that any issue concerning the validity of the class action waiver below must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver. The arbitrator shall be empowered to grant whatever relief would be available to you in your individual capacity in a court under law or in equity, including public injunctive relief. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver. The parties further agree that the arbitration shall be conducted in each party’s respective individual capacity only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND NXU AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, NEITHER YOU NOR NXU WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CONSUMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If a court or arbitrator finds this Class Action Waiver provision to be unenforceable as to a particular class or representative action, then this entire Section 13, Dispute Resolution – Arbitration and Class Action Waiver shall be null and void as to that class or representative action, and the action may only be brought in court rather than in arbitration.

Small Claims Court. Subject to the Initial Dispute Resolution Requirement, either party may bring an individual action in small claims court consistent with the jurisdictional limits that apply to that forum.

Opt-Out Right. You may opt-out of this Section 13, Dispute Resolution – Arbitration and Class Action Waiver within 30 days from the date you electronically sign this Agreement, by sending an email to optout@nxuenergy.com from the email associated with your Nxu ID with “Opt-Out of Arbitration” in the subject line and, in the body of the email, your full name and address. You agree that any request will not apply to subsequent agreements between you and Nxu unless the other agreement provides an option to opt out and you follow the requirements outlined in that agreement.

Severability. Except as provided in the Class Action Waiver Section above, if any competent legal authority determines any part of this Section 13, Dispute Resolution – Arbitration and Class Action Waiver is illegal or unenforceable, then such part will be eliminated and the remainder of Section 13, Dispute Resolution – Arbitration and Class Action Waiver will remain in force and effect and the unenforceable part shall be deemed to be modified solely to the extent necessary to make it enforceable.

Survival. This Section 13, Dispute Resolution – Arbitration and Class Action Waiver shall survive the end of this Agreement and/or your relationship with Nxu, including the end of any promotion or contest, opt-out of communication or other use or participation in any Nxu Product or Service.

By agreeing to this Reservation Agreement, you acknowledge and agree to the terms and conditions of this Section 13, Dispute Resolution – Arbitration and Class Action Waiver.

14. Choice of Law

This Agreement, its subject matter and its formation, and any related non-contractual disputes or claims, are governed by the laws of the state that is nearest to your delivery address, without regard to choice or conflict of law principles, except as otherwise provided in the Arbitration Agreement.

15. Communications

By agreeing to this Agreement, you understand that by providing your wireless telephone number(s) now or in the future, you consent to being contacted at those numbers or addresses using prerecorded artificial voice messages and/or automatic telephone dial devices with non-marketing information about your Charger, such as service reminders. You understand and agree that by providing your wireless telephone number you are consenting to receive calls or texts at that number. You also consent to receiving emails to any email address(es) you provide. You further understand and agree that these communications may contain your non-public information. You explicitly confirm that this consent covers the use of these contact methods to call or send text messages to the wireless telephone number(s) and to send text or email messages to the email address(es) you provide, for which you may incur a charge.

16. Entire Agreement

Your Reservation confirmation, these Terms, our General Terms, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms. It shall supersede all prior and contemporaneous representations, warranties, agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. In the event of any conflict between these Terms, our General Terms and our Privacy Policy, these Terms shall prevail.

17. Printed Agreement

A printed version of this Agreement and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

404