Sales & Reservation Agreement

LIGHTSHIP TERMS OF RESERVATION AND SALE

Last Updated 12/9/2024

These terms of reservation and sale (the “Terms of Reservation and Sale”) apply to your reservation (the “Reservation”), order and purchase of a Lightship RV (the “RV”) from Lightship Energy, Inc. (“Lightship”) via our website at lightshiprv.com ("Website").  Please read these Terms of Reservation and Sale carefully prior to placing an order.  If you do not agree to these Terms of Reservation and Sale, you may not purchase an RV from Lightship.  These Terms of Reservation and Sale together with your Reservation and/or Order Details (as described herein), including the pricing and RV configuration information, form and constitute a legal agreement between you and Lightship governing your reservation and/or purchase of an RV from Lightship. 

By making a Reservation or placing an order through the Website and checking the box to confirm your acceptance of this Terms of Reservation and Sale, you agree to be bound by this Terms of Reservation and Sale, together with the terms of your Reservation and/or order, including the pricing and configuration information applicable to the ordered RV reflected in your order confirmation on the Website (such details, the “Order Details,” and together with your Reservation, this Terms of Reservation and Sale, the “Agreement”). This Agreement constitutes a legal agreement between you and Lightship governing your purchase of an RV from Lightship.  Please read this Agreement carefully prior to placing an order.  If you do not agree to these Terms of Reservation and Sale, you may not purchase an RV from Lightship.

Binding Arbitration: PLEASE BE AWARE THAT SECTION 12 (DISPUTE RESOLUTION) OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES THAT YOU AND LIGHTSHIP HAVE AGAINST EACH OTHER WILL BE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST LIGHTSHIP ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.  

Updates:  We may change or modify these Terms of Reservation and Sale from time to time, with or without notice, with such revised terms applicable from the date posted.  You should recheck the effective date of the Terms of Reservation and Sale posted on the Website prior to each transaction you enter into on this Website to determine if you have reviewed the version applicable to your transaction.  We will post above the effective date of each version of these Terms of Reservation and Sale for your reference.

1.          Eligibility
You must be at least 18 years old in order to make a Reservation or purchase on the Website.  Reservations and orders by minors (persons under the age of 18) are prohibited under the Agreement and from the Website.  We sell our RVs directly to consumers. We reserve the right to cancel your Reservation or order, in our sole discretion, including if we determine that an RV was reserved or ordered for purposes of commercial resale.

2.          In order to complete a Reservation or a purchase, you will be required to provide certain personal information for us to process your order, and we may require you to create an account (the “Account”).  You represent and warrant that all such information provided to us is complete and correct. The information provided by you will be used by us in accordance with our Privacy Policy, available at https://lightshiprv.com/privacy-policy. You should read our Privacy Policy as it describes what personal data we collect, how such personal data is used and your rights to your personal data that we store.  By accepting this Agreement, you acknowledge that you have read our Privacy Policy and agree to its terms.  Lightship is not responsible for any inaccurate or outdated information you have provided. You are responsible for promptly notifying Lightship of any changes to this information by contacting us directly at support@lightshiprv.com.

Reservation

You may reserve an RV, and you will be required to pay a reservation fee in the amount presented to you at the time of such reservation (the “Reservation Fee”). Your Reservation Fee is fully refundable. RVs that you can reserve are pre-sold and are not ready for production (“Pre-Production RVs”). Lightship will provide you with an estimated product date (the “Estimated Production Date”). If production has not begun by the Estimated Production Date, 16 CFR Part 435 rules (the “FTC Rules”) require Lightship to offer you the choice of either a refund or to wait until a new expected production date.  See the FTC Rules for full details regarding Lightship’s legal obligations. You understand that Lightship may not have completed the development of the Pre-Production RV or begun manufacturing the Pre-Production RV at the time you enter into this Agreement and so we do not guarantee when your Pre-Production RV will actually be ready for production or delivered. Your actual production and delivery dates are dependent on many factors, including manufacturing availability.

Once your Pre-Production RV is ready for purchase, Lightship will notify you. If you do not wish to purchase the RV, you may cancel your Reservation and terminate this Agreement; if you do so, you will receive a full refund of your Reservation Fee. Do not make an Initial Deposit if you do not wish to purchase an RV.  Only make an Initial Deposit if you want to confirm your order and move forward with purchasing the RV as your Initial Deposit is non-refundable; once you make an Initial Deposit, your Reservation Fee shall also become non-refundable.

3.          Agreement to Purchase; Order Details; Pricing
If you decide that you wish to purchase an RV, you will place an order for the RV on Lightship’s Website. You hereby agree to purchase the RV described in your Order Details (“Your RV”) from Lightship, pursuant to and on the terms and conditions set forth in the Agreement.  Your RV is priced and its specifications are configured based on the features and options available at the time of your purchase.  Features and options released or changed after you place an order may not be included in Your RV.

The purchase price for Your RV will be set forth in your Order Details in United States Dollars (“Purchase Price”).  The Purchase Price does not include any Sales Tax that may be due in connection with Your RV provided under this Agreement.  If Lightship determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Lightship shall collect such Sales Tax in addition to the Purchase Price required under this Section.  If Your RV is subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Lightship, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Lightship for any liability or expense Lightship may incur in connection with such Sales Taxes.  Upon Lightship’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.  Lightship may change RV pricing at any time without notice.  If you elect to pay the final Purchase Price via financing, you will incur additional costs related to such financing that are not included in the Purchase Price. Please note that any changes to Your RV requested after placing your order may have an effect on the Purchase Price and applicable costs, charges and fees.  Lightship will endeavor to accommodate changes requested after you place your order, but is not obligated to do so.  In the event that Lightship accepts a requested change, Lightship will notify you of the revised Purchase Price for Your RV and you shall be responsible for payment of such revised Purchase Price.

Please note that we are not providing financial or tax advice to you in connection with your choice to purchase an RV and you acknowledge and represent that you are not relying upon the availability or non-availability of financing or governmental incentives in making your decision to place this order.  

4.          Order procedure 
Lightship does not guarantee the availability, for sale or otherwise, of any RV depicted on this Website.  RV availability may be limited, and production of any RV may be delayed beyond the date an order is placed.  We may restrict or limit quantities of RVs.  Lightship reserves the right, without liability or prior notice, to modify, discontinue or cease to make available certain RVs, or features thereof.  We may ship RVs that have the functionality and performance of an ordered RV, but changes between what is shipped and what is described in Lightship’s on-line specification and the Website pages are possible.

4.1          Placing an order
To make a purchase, you must accurately perform all steps in the order procedure on the Website. You must provide complete and accurate responses to all information requests in order to complete the purchase process and for an order to be accepted by Lightship.  An order will not be deemed accepted, until you are notified on the Website or by email that your order is complete and that Lightship has accepted your order.

When prompted, you must make choices regarding customizable options for Your RV. You will be provided with a summary of your choices in your Order Details when placing your order. The Order Details contain your choices regarding customizable options and other information about your purchase.

In addition, you will be required to pay a non-refundable deposit in the amount set forth in the Order Details via one of the payment options made available on the Website (the “Initial Deposit”). If you have already paid a Reservation Fee to Lightship, once you pay the Initial Deposit, such Reservation Fee shall become non-refundable. The Initial Deposit and the Reservation Fee (if applicable) will be credited towards your final purchase price but, unless otherwise provided in this Agreement, will not be returned if you fail to complete your purchase for any reason. You must successfully complete the payment of the Initial Deposit to place a binding order. Once you confirm your order, your Initial Deposit will be non-refundable. If you are purchasing an RV through financing via a third-party financing company, additional fees and charges may apply. See Section 5 (Payment Terms) below for additional information. 

All pricing and options of Your RV are subject to change until Your RV is built. Lightship may cancel your order, in its sole discretion, at any time prior to the production of Your RV, including, without limitation, as a result of Your RV not being available or as a result of regulatory or legal restrictions or other events outside of Lightship’s control. If Lightship cancels your order, you will receive a full refund of the Initial Deposit, the Final Deposit (as defined below), and any portion of the purchase price previously paid by you, in each case, without interest.  We will notify you as soon as practicable of such cancellation.

Lightship reserves the right to reject any submitted order or purchase request submitted through the Website for any permissible reason, including, without limitation, if Lightship believes, in its reasonable discretion, that an order was submitted for commercial resale purpose, the order was submitted by a minor, or any information submitted as part of an order was false or misleading.

4.2          Making changes to your order
If you would like to make changes to your order prior to the production of Your RV, please contact us directly at support@lightshiprv.com. While we cannot guarantee that such changes can be made, we will strive to accommodate your request. You acknowledge and agree that any changes to your order may affect the delivery time, price, applicable charges and fees, performance and/or other qualities of Your RV.  In the event we accept a change to your order, your Order Details (including, as applicable, the Purchase Price) will be updated to reflect any such changes, and we will provide you a copy of such updated Order Details via email to the account specified in your original Order Details. 

Once production of Your RV commences, we will not accept, and you will no longer be able to make, changes to your order. The notice of production will also contain information regarding available options and instructions for the payment of any outstanding balance for the purchase of Your RV. 

4.3          Completion and delivery of your order; Final Deposit
The Order Details contain an estimated delivery window for Your RV, which may be subject to change (the “Delivery Window”). Prior to delivery of Your RV, you will be required to pay an additional, non-refundable deposit (the “Final Deposit”). The Final Deposit (together with the Reservation Fee and Initial Deposit, for the avoidance of doubt), will be credited towards your final purchase price, but, unless otherwise provided in this Agreement, will not be returned to you if you fail to complete your purchase for any reason. You must successfully complete the payment of the Final Deposit to receive delivery of Your RV.

You and Lightship shall confer and agree upon a plan for (i) the pick-up of Your RV by at Lightship’s pickup location in Colorado (the “Pick-up Location”), or (ii) the pick-up, transport and the delivery of Your RV from the Pick-up Location by the Carrier (as defined below) to your ultimate delivery destination. You may select a transportation common carrier service provider (the “Carrier”) to transport Your RV from the Pick-Up Location to your ultimate delivery destination at your own risk and expense. Lightship may recommend a Carrier to you, but Lightship has no responsibility or obligation to do so, and Lightship hereby disclaims all liability and responsibility in connection with actions or omissions of Carriers. Any transportation contract for the transport of Your RV will be entered into between you and the Carrier, and Lightship will not be a party to any such contract.  

In order to finalize your purchase of Your RV and Lightship to complete delivery, you must complete the following steps: 

1. payment of the full Purchase Price (less the previously paid Initial Deposit and Final Deposit) must have been made either by you (if purchased by full payment via bank transfer) or by a third-party financing source (if purchased through financing); and
   
   
2. you must provide us with valid proof of identity at the place of delivery when requested.

Lightship will retain a security interest in Your RV and all proceeds therefrom until your obligations have been fulfilled. You agree that delivery of Your RV, including the transfer of title and risk of loss to you will occur, and the sale will be completed, in the State of Colorado at the time Your RV is picked-up at the Pick-up Location by either you or the Carrier on your behalf. Lightship shall provide you with documentation related to titling and registration, government-mandated certifications, shipping documentation, and any other documents necessary or appropriate for you to take possession, custody and control, and for you to commence titling and registration of Your RV.  For avoidance of doubt, you shall be responsible for the titling and registration of Your RV, although Lightship may, in its sole and absolute discretion, assist with titling and registration for Colorado customers who will be using the RV in the State of Colorado. If we are unable to deliver Your RV to you on the specified delivery date (to be agreed upon between us and you) as a result of any act or omission by you, you will be responsible for all costs resulting from our rearranging for delivery of Your RV. 

Your RV shall be delivered by Lightship to the Pick-Up Location or the Carrier in good working condition, with all necessary documentation and any agreed-upon accessories included. All costs of delivery shall be borne by you.

4.4          Refund

If Lightship is unable to deliver Your RV to the Pick-Up Location within the Delivery Window, 16 CFR Part 435 rules (the “FTC Rules”) require Lightship to offer you the choice of either a refund or to wait until a new expected production date.  See the FTC Rules for full details regarding Lightship’s legal obligations. You understand that Lightship may not have begun manufacturing Your RV at the time you entered into this Agreement and so we do not guarantee when your RV will actually be ready for production or delivered. Your actual production and delivery dates are dependent on many factors, including manufacturing availability.

5.          Payment terms; Third-Party Financing

5.1          Payment

We will provide you with further payment instructions prior to the start of production of the RV (the “Payment Terms”).  You are responsible for ensuring that payment of the full purchase price for Your RV is successfully completed in accordance with the Payment Terms and in the amount set forth in the invoice sent to you at the start of production of your RV.  Terms of payment shall be determined at Lightship’s sole discretion.  Unless otherwise set forth in an invoice or the Payment Terms, You agree to pay the full purchase price for Your RV in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You must provide Lightship with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (each, a “Payment Provider”) or bank account through an automated clearing house (“ACH”) as a condition for purchasing Your RV.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities.  By providing Lightship with your credit card number, or bank account through an ACH, and associated payment information, you agree that Lightship is authorized to immediately invoice your account for all fees and charges as they become due and payable and that no additional notice or consent is required.  In the event you elect to make payments via ACH, you authorize Lightship to initiate electronic credit and debit entries to your account designated on your ACH authorization in accordance with the payment terms of this Agreement and subsequent Payment Terms.  You agree to immediately notify Lightship of any change in your billing address or the credit card or bank account used for payment hereunder.  Lightship reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by e-mail delivery to you.

If you elect to pay the Purchase Price of Your RV with financing, additional payment or financing terms from Lightship or your third party financing source may apply.  You will be notified of such additional financing terms prior to the start of production of Your RV. For the avoidance of doubt, Lightship may provide recommendations for you to secure third party financing, but Lightship is not a lender or a source of financing.

We may cancel your order and purchase of Your RV at any time in the event there is any issue with your payment of the Initial Deposit, Final Deposit, or the Purchase Price, if you do not promptly remedy such issue after we notify you of the payment issue.

5.2          Third Party Payment Processors; ACH Payments

We use Stripe, Inc. and its affiliates (“Stripe”) and Plaid, Inc. and its affiliates (“Plaid”) as the third party service providers for payment services (e.g., card acceptance, merchant settlement, and related services) (each, a “Payment Processor”). We may also accept payment via ACH. By making payments on the Website, you agree to be bound by: (a) Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms); and (b)  Plaid’s End User Privacy Policy (currently accessible at https://plaid.com/legal/#end-user-privacy-policy) and its End User Services Agreement (US) (currently accessible at https://plaid.com/legal/#end-user-services-agreement-us). You hereby consent and authorize Lightship to share any information and payment instructions you provide with one or more Payment Processor(s) to the minimum extent required to complete your transactions, including without limitation processing payments made via an ACH.

5.3          Interest

Any interest earned by Lightship from placing the Reservation Fee, Initial Deposit, or Final Deposit in an interest-bearing account will be owned and retained by Lightship, and you shall have no right, title, or interest in or to any such interest earned by Lightship. 

6.          Registering and insuring Your RV; Compliance

You are solely responsible for registering and insuring Your RV. In order to register Your RV in your name, you must obtain all legally required insurance, at your own cost and expense.  You will be solely responsible for selecting an insurance provider and insurance policy for Your RV.  As the owner of Your RV, it is your responsibility to ensure that Your RV is registered and operated in compliance with all applicable laws and regulations of the state in which you reside.

7.          User Manual

We will provide or make available to you a user manual that covers operation and use of Your RV, as may be updated from time to time by Lightship (“User Manual”).  Please read Your RV’s User Manual carefully before operating Your RV and upon any update to the User Manual. We may update the User Manual for Your RV from time-to-time in our sole discretion, including, without limitation, as a result of new functionalities being introduced. We will notify you of any material updates to Your RV’s User Manual via the email set forth in the Order Details. The complete and up-to-date User Manual for Your RV is available through the operating system on Your RV. You can also access the User Manual through your Account. It is your responsibility to provide the User Manual for Your RV to any individual that operates or uses Your RV. 

8.          Limited Warranty

Please refer to the limited warranty terms for our RVs at: Limited Warranty Terms, available at www.lightshiprv.com/warranty.

9.          Limitation of Liability

9.1          Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL LIGHTSHIP, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “LIGHTSHIP PARTIES”) BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR OTHER LOSS OF PROFITS, REVENUE OR DATA OR COSTS DUE TO LOSS OF RV OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY LIGHTSHIP PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR RV ON ANY THEORY OF LIABILITY.

9.2          Cap on Liability.  TO THE FULLEST EXTENT PROVIDED BY LAW, LIGHTSHIP PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO LIGHTSHIP BY YOU FOR YOUR RV.

9.3          Exclusion of Damages. NOTHING IN THIS AGREEMENT WILL LIMIT YOUR RIGHTS OR EXCLUDE OUR LIABILITY FOR ANY LEGAL RESPONSIBILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9.4          Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LIGHTSHIP AND YOU.

10.          Indemnification
You agree to indemnify and hold Lightship Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use Your RV; (b) your violation of the Agreement; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations.  Lightship reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Lightship in asserting any available defenses.  You agree that the provisions in this section will survive any termination any discontinued use, sale or transfer of Your RV.  To the extent that this Section 10 is not enforceable under the applicable laws of the jurisdiction in which you use Your RV or are ordinarily resident, this Section shall not apply to you.

11.          Disclaimer
We are constantly developing and updating our products and services in order to provide you with the best possible experience. You understand and agree that the products and services, their design and technical features are currently under further development and that the product or service that may be available for delivery to you may be materially different from any prototypes and pre-production products or demo services. Images on the Website are provided for illustrative purposes only. 

SUBJECT TO THE LIMITED WARRANTY, EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIGHTSHIP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. LIGHTSHIP HEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE ACTIONS OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY FINANCING SOURCES OR OTHER THIRD-PARTY PROVIDERS (WHETHER OR NOT SUCH THIRD PARTIES WERE REFERRED TO YOU BY LIGHTSHIP).

You acknowledge and accept that you will be solely responsible for the use of Your RV in accordance with this Agreement, the User Manual, other instructions and notices provided by us from time to time as well as all laws and regulations applicable to you. 

When you are using the Website, in addition to this Agreement, our Website Terms of Use, available at https://lightshiprv.com/terms-of-use, shall apply. 

12.          Arbitration Agreement

ARBITRATION AGREEMENT.  Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Lightship and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. 

12.1          Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Lightship agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of Your RV, any communications you receive in connection therewith or the Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Lightship may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Lightship may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

12.2          Informal Dispute Resolution. There might be instances when a Dispute arises between you and Lightship. If that occurs, Lightship is committed to working with you to reach a reasonable resolution. You and Lightship agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Lightship therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), you and Lightship will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Lightship that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@lightshiprv.com or regular mail to our offices located at Lightship Energy, Inc., 1765 W 160th Avenue, Building 3, Suite 700, Broomfield CO 80023. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section. 

12.3          Waiver of Jury Trial.  YOU AND LIGHTSHIP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Lightship are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

12.4          Waiver of Class or Other Non-Individualized Relief.  YOU AND LIGHTSHIP AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 12.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 12.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Lightship agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Colorado. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Lightship from participating in a class-wide settlement of claims.

12.5          Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Lightship agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. 

Unless you and Lightship otherwise agree, or the Batch Arbitration process discussed in Section 12.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. 

You and Lightship agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

12.6          Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Colorado and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 12.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

12.7          Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 12.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 12.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 12.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 12.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 12.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. 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 award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

12.8          Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Lightship need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

12.9          Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Lightship agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Lightship by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Lightship.

You and Lightship agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

12.10          30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Lightship Energy, Inc., 1765 W 160th Avenue, Building 3, Suite 700, Broomfield CO 80023., within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

12.11          Invalidity, Expiration. Except as provided in Section 12.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Lightship as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

12.12          Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Lightship makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Lightship at Lightship Energy, Inc., 1765 W 160th Avenue, Building 3, Suite 700, Broomfield CO 80023., your continued use of Your RV following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to Your RV, any communications you receive from Lightship, or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Lightship will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

13.          Miscellaneous

13.1          Compliance with laws and Export Regulations. You agree to comply with all applicable laws concerning the purchase and use of Your RV.  The transfer of technology across national boundaries is regulated in some jurisdictions, including without limitation, by the United States Government.  You agree not to, directly or indirectly, purchase, ship, transport, export or re-export Your RV to any jurisdiction or country in violation of any applicable law.  In particular, but without limitation, Your RV and any software or technology embedded therein and any software, product or technical data that may be available on the Website may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List.

13.2          Severability. If a court of competent jurisdiction determines that any provision of this Agreement is unenforceable, the remainder of this Agreement will remain in full force and effect and the unenforceable provision will be deemed to be amended to the extent necessary.

13.3          Assignment. We may assign this Agreement at our discretion. This Agreement may not be assigned or otherwise transferred by you without Lightship’s prior written consent.

13.4          Governing Law. ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO THIS AGREEMENT WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

13.5          Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Lightship agree that the exclusive jurisdiction and venue for all claims and disputes arising out of or relating to the Agreement will be in state or federal courts in Colorado.

13.6          Force Majeure. Lightship shall not be responsible or liable for failing to perform or any delay in performance of any of its obligations under this Agreement resulting from any cause outside of its reasonable control, including, without limitation, acts of God, natural disasters, disease, epidemic, pandemic, war, weather, political unrest, or government restrictions.

13.7          Waivers.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.8          Notice.  Where Lightship requires that you provide an e-mail address, you are responsible for providing Lightship with your most current e-mail address.  In the event that the last e-mail address you provided to Lightship is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Lightship’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Lightship at the following e-mail address: support@lightshiprv.com.  Such notice shall be deemed given when received by Lightship.

13.9          Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Lightship through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Lightship has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Lightship a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Website and Lightship’s products and services.

13.10          Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

14.          Questions or Consumer Complaints Regarding This Agreement
If you have any questions regarding this Agreement, do not hesitate to contact us at support@lightshiprv.com.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.