Utopia Labs · Pre-Order Terms · version 2026-09-25

Pre-Order Terms

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These Pre-Order Terms (“Terms”) govern your pre-order of the Atlas personal aircraft (the “Product”) from Utopia Labs (“Utopia Labs,” “we,” “us,” or “our”).

By clicking “I Agree” and submitting your pre-order, you acknowledge that you have read and understand these Terms and agree to be bound by them. If you submit a pre-order on behalf of another person or entity, you represent and warrant that you have authority to bind that person or entity to these Terms.

PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 17, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN IN COURT OR AS PART OF A CLASS, CONSOLIDATED, OR COORDINATED ACTION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 17.

If you have any questions about these Terms or your pre-order, please contact us at [email address].

1. Privacy

For information about how Utopia Labs collects, uses, discloses, and otherwise processes personal information in connection with your pre-order and our website and related services, please see our Privacy Policy [insert link].

2. Eligibility and Pre-Order Information

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to submit a pre-order for the Product.

When you submit a pre-order, you must provide complete and accurate information, including your contact, billing, and other information requested as part of the pre-order process. You agree to keep such information current and to promptly notify us of any changes. Utopia Labs may rely on the information you provide and will not be responsible for any delay, inability to contact you, or other consequences resulting from inaccurate or outdated information. We may request additional information reasonably necessary to process, administer, or fulfill your pre-order, and may reject or cancel your pre-order if you do not provide such information.

3. Pre-Order and Acceptance

Your submission of a pre-order constitutes an offer to purchase the Product subject to these Terms. Utopia Labs may accept or reject any pre-order, in whole or in part, for any reason in its sole discretion, and may limit the number of Products available for pre-order or the number of Products that any person or entity may pre-order.

A pre-order is accepted only when Utopia Labs sends you written confirmation that your pre-order has been accepted. Any acknowledgment that we have received your pre-order, any payment confirmation, or any other automated communication does not, by itself, constitute acceptance of your pre-order. If we reject your pre-order after receiving any payment from you, we will refund the amount paid in connection with that pre-order, and such refund will be your sole and exclusive remedy arising from the rejection.

4. Purchase Price and Pre-Order Payment

The purchase price for the Product is US$[___] (the “Purchase Price”), excluding applicable taxes, duties, governmental fees, shipping or delivery charges, and any other charges identified to you before completion of your purchase. You are responsible for all such amounts.

When you submit your pre-order, you will be charged a non-refundable pre-order payment of US$[___] (the “Pre-Order Payment”). You authorize Utopia Labs and its payment service providers to charge the payment method you provide for the Pre-Order Payment. If you complete your purchase of the Product, the Pre-Order Payment will be credited against the Purchase Price.

Except as expressly provided in these Terms or as required by applicable law, the Pre-Order Payment is non-refundable. The remaining balance of the Purchase Price, together with any applicable taxes, fees, and other charges, will be due when Utopia Labs notifies you that the Product is ready for final purchase and before delivery. If your payment method cannot be successfully charged or you fail to make any required payment when due, Utopia Labs may reject or cancel your pre-order.

5. Cancellations and Refunds

Except as expressly provided in these Terms or as required by applicable law, your pre-order is final and may not be cancelled by you, and the Pre-Order Payment is non-refundable.

Utopia Labs may cancel your pre-order at any time for any reason, including if Utopia Labs determines not to manufacture, offer, sell, or deliver the Product, or is unable to do so. If Utopia Labs cancels your pre-order other than as a result of your breach of these Terms or failure to satisfy any requirements applicable to completion of your purchase, Utopia Labs will refund the Pre-Order Payment you paid. Such refund will be your sole and exclusive remedy arising out of the cancellation of your pre-order.

Any refund will be issued to the payment method originally used for the Pre-Order Payment, unless otherwise required by applicable law or agreed by Utopia Labs.

6. Product Development and Estimated Delivery

The Product is currently under development and its design, testing, certification, manufacturing, or production may not be complete at the time you submit your pre-order. Utopia Labs may modify the design, specifications, features, components, performance characteristics, software, appearance, manufacturing processes, and other attributes of the Product at any time before delivery. Any descriptions, specifications, images, renderings, prototypes, performance information, or other information regarding the Product are for informational purposes only and are subject to change.

Any shipment or delivery date or period identified to you in connection with your pre-order (the “Estimated Delivery Date”) is an estimate only and is not a guarantee or binding commitment. Actual delivery timing may depend on development and testing, regulatory requirements and approvals, manufacturing capacity, component and material availability, supply chain conditions, and other factors. Utopia Labs does not guarantee that the Product will be available for delivery by any particular date.

If Utopia Labs determines that the Product will not be available by the Estimated Delivery Date, Utopia Labs will notify you and may provide a revised estimated delivery date. To the extent required by applicable law, including the Federal Trade Commission’s Mail, Internet, or Telephone Order Merchandise Rule, 16 C.F.R. Part 435, Utopia Labs will provide you with any required option to consent to a delay or cancel your pre-order and receive a prompt refund. Nothing in these Terms limits any cancellation or refund right that cannot be limited under applicable law.

7. Product Terms

Your pre-order reserves an opportunity to purchase the Product and does not itself constitute the final purchase or sale of the Product. Before completing your purchase, you will be required to agree to additional terms and conditions then applicable to the purchase, delivery, ownership, operation, software, training, maintenance, warranty, and use of the Product (the “Product Terms”). Utopia Labs will make the Product Terms available to you before you are required to complete your purchase.

Completion of your purchase and delivery of the Product are conditioned on your timely acceptance of the Product Terms and satisfaction of any other requirements communicated by Utopia Labs in connection with the purchase or delivery of the Product. If you decline to accept the Product Terms or fail to satisfy such requirements or complete your purchase within the time specified by Utopia Labs, Utopia Labs may cancel your pre-order and, except as required by applicable law, the Pre-Order Payment will not be refunded.

These Terms govern your pre-order until completion or cancellation of the pre-order. Upon your acceptance of the Product Terms, the Product Terms will govern the final purchase, delivery, ownership, operation, and use of the Product and, in the event of any conflict with these Terms regarding those matters, the Product Terms will control.

8. Final Payment and Delivery

When Utopia Labs notifies you that the Product is ready for final purchase, you must timely pay the remaining balance of the Purchase Price and all applicable taxes, duties, fees, shipping or delivery charges, and other amounts due in connection with your purchase. Utopia Labs may condition delivery of the Product on receipt of all amounts due, your acceptance of the Product Terms, completion of any required training or verification, and satisfaction of any other requirements applicable to the purchase or delivery of the Product.

Utopia Labs will provide you with information regarding the anticipated delivery method, location, and timing before delivery. Delivery arrangements, including allocation of shipping costs, title, risk of loss, and any applicable inspection or acceptance procedures, will be governed by the Product Terms.

If you fail to timely make any required payment, provide requested information, complete any required steps, or take delivery of the Product within the time specified by Utopia Labs, Utopia Labs may cancel your pre-order and, except as required by applicable law, the Pre-Order Payment will remain non-refundable.

9. Training, Regulatory Requirements and Customer Responsibilities

The purchase, possession, transport, registration, operation, and use of the Product may be subject to federal, state, local, and other applicable laws, rules, regulations, and governmental requirements. You are solely responsible for determining and complying with all such requirements applicable to you and your ownership and operation of the Product. Utopia Labs does not represent or warrant that the Product may lawfully be operated in any particular location or manner.

Utopia Labs may require you to complete training, safety courses, acknowledgments, verifications, or other requirements specified by Utopia Labs as a condition to completing your purchase or taking delivery of the Product, whether or not such requirements are independently required by applicable law. You agree not to operate the Product unless you have completed all training required by Utopia Labs and satisfied all applicable legal requirements.

If you are unable or unwilling to satisfy any requirement applicable to the purchase, delivery, or operation of the Product, Utopia Labs may cancel your pre-order and, except as required by applicable law, the Pre-Order Payment will remain non-refundable.

10. Export Controls and Sanctions

The Product and related technology may be subject to export control, economic sanctions, customs, and other trade laws and regulations of the United States and other applicable jurisdictions (collectively, “Trade Laws”). You agree to comply with all applicable Trade Laws and not to export, re-export, transfer, release, sell, provide, or otherwise make available the Product or any related technology, directly or indirectly, in violation of applicable Trade Laws, including to or for the benefit of any person, entity, jurisdiction, or end use that is prohibited or restricted under applicable Trade Laws.

You represent and warrant that you are not, and are not acting on behalf of, any person or entity that is the subject of applicable trade sanctions or other restrictions that would prohibit Utopia Labs from entering into or performing the transaction contemplated by these Terms. You are responsible for obtaining any licenses, approvals, or other authorizations required for your purchase, receipt, possession, export, re-export, transfer, or use of the Product.

Utopia Labs may request information reasonably necessary to verify compliance with applicable Trade Laws and may reject, suspend, or cancel any pre-order or refuse delivery if Utopia Labs determines that proceeding with the transaction may violate applicable Trade Laws. If Utopia Labs cancels your pre-order as a result of your breach of this Section, your status under applicable Trade Laws, or your failure to provide requested compliance information, then, except as required by applicable law, the Pre-Order Payment will remain non-refundable.

11. Intellectual Property

Utopia Labs and its licensors retain all right, title, and interest in and to the Product and all technology, software, designs, specifications, documentation, materials, trademarks, and other intellectual property associated with the Product or Utopia Labs.

Your pre-order does not grant you any ownership interest, license, or other right in or to the Product or any technology or intellectual property of Utopia Labs, except as expressly provided in these Terms or the applicable Product Terms.

12. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE PRE-ORDER PROGRAM AND ALL INFORMATION, DESCRIPTIONS, SPECIFICATIONS, ESTIMATES, IMAGES, RENDERINGS, AND OTHER MATERIALS RELATING TO THE PRODUCT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, UTOPIA LABS DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT WILL BE COMPLETED, MANUFACTURED, OR MADE AVAILABLE FOR DELIVERY BY ANY PARTICULAR DATE; THAT ANY DESIGN, SPECIFICATION, FEATURE, COMPONENT, PERFORMANCE CHARACTERISTIC, OR OTHER ATTRIBUTE OF THE PRODUCT WILL REMAIN UNCHANGED; OR THAT THE PRODUCT WILL BE APPROVED, PERMITTED, OR LAWFUL FOR PURCHASE, POSSESSION, OR OPERATION IN ANY PARTICULAR JURISDICTION OR MANNER.

Any warranty applicable to the Product will be set forth in the Product Terms or other written warranty provided by Utopia Labs at or before completion of the final purchase. No description, statement, representation, or other communication regarding the Product will create any warranty unless expressly included in such written terms. Nothing in these Terms excludes or limits any warranty or other right that cannot be excluded or limited under applicable law.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UTOPIA LABS OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS, YOUR PRE-ORDER, OR THE DEVELOPMENT, AVAILABILITY, DELAY, MODIFICATION, CANCELLATION, OR NON-DELIVERY OF THE PRODUCT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF UTOPIA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF UTOPIA LABS AND THE OTHER PARTIES IDENTIFIED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR PRE-ORDER WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO UTOPIA LABS UNDER THESE TERMS.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

14. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Utopia Labs, its affiliates, and each of their respective officers, directors, employees, agents, and representatives (collectively, the “Utopia Labs Parties”) from and against any losses, liabilities, damages, judgments, claims, demands, actions, proceedings, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to any third-party claim resulting from (a) your breach of these Terms, (b) any information or representation you provide to Utopia Labs in connection with your pre-order that is inaccurate, misleading, or fraudulent, or (c) your violation of applicable law in connection with your pre-order.

You will reasonably cooperate with the Utopia Labs Parties in the defense of any such claim. Utopia Labs will have the right, at its option and expense, to assume exclusive control of the defense and settlement of any matter otherwise subject to indemnification by you, and you may not settle any such matter without Utopia Labs’ prior written consent.

15. Force Majeure

Utopia Labs will not be liable for any delay or failure to perform its obligations under these Terms to the extent caused by events or circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, shortages of materials or components, supply chain disruptions, transportation interruptions, failures of suppliers or service providers, manufacturing delays or interruptions, utility or telecommunications failures, governmental actions, changes in law, delays in obtaining governmental approvals or authorizations, or other similar events or circumstances.

If any such event affects the development, manufacture, availability, or delivery of the Product, Utopia Labs may extend the Estimated Delivery Date, modify its performance as reasonably necessary, suspend performance, or cancel the affected pre-order in accordance with Section 5.

16. Changes to These Terms

Utopia Labs may modify these Terms from time to time. If we make changes that materially affect your rights or obligations with respect to an existing pre-order, we will provide notice of the changes, such as by email or through our website. Any such material changes will become effective only upon your acceptance to the extent required by applicable law.

Changes that do not materially affect your rights or obligations with respect to an existing pre-order, including changes made to reflect legal or regulatory requirements, correct errors, or clarify these Terms, may become effective upon notice or publication.

No modification to these Terms will increase the Purchase Price or Pre-Order Payment applicable to your accepted pre-order unless you separately agree to that change.

17. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. This Section explains how you and Utopia Labs will resolve disputes. Except where prohibited by applicable law, it requires you and Utopia Labs to resolve most disputes through binding individual arbitration instead of in court before a judge or jury. It also includes a waiver of class-action rights. These dispute-resolution terms apply to all claims between you and Utopia Labs, including claims that arose before or after you accepted these Terms.

These Terms evidence a transaction involving interstate commerce. The Federal Arbitration Act, 9 U.S.C. §§ 1 through 16 (the “FAA”), including Section 2, governs the interpretation, enforcement, and all proceedings under this Section. The FAA and applicable arbitration-provider rules will preempt any state law that conflicts with the FAA to the fullest extent permitted by law.

Scope of Arbitration. You and Utopia Labs agree to resolve all claims through binding individual arbitration, except for (i) intellectual property claims and (ii) claims that may be brought in small claims court. Intellectual property claims are claims relating to patents, copyrights, trademarks, trade secrets, moral rights, or other intellectual property rights, and requests for injunctive or equitable relief for alleged unlawful use or infringement of such rights. Intellectual property claims do not include privacy or publicity claims. Claims that are not intellectual property claims but are filed together with intellectual property claims will be resolved by arbitration. Either party may bring an individual claim in small claims court, so long as the claim remains in small claims court, is not removed or appealed to a court of general jurisdiction, and proceeds only on an individual, non-class, non-representative basis. Whether a claim falls within a small claims court’s jurisdictional limits is for that court to decide in the first instance.

Pre-Arbitration Process. Before you or Utopia Labs may file an arbitration demand or bring a claim in small claims court, the claiming party must first complete the pre-arbitration process described in this subsection (the “Pre-Arbitration Process”), beginning by sending the other party a written pre-arbitration notice (a “Notice”). A Notice is complete only when it includes all of the following: (i) the claiming party’s full name, mailing address, email address associated with the pre-order, country of residence, and, if the claiming party is a U.S. resident, state of residence; (ii) the name and contact information of the claiming party’s attorney, if represented by counsel; (iii) a clear description of the nature and basis of the claim, including the relevant facts giving rise to it; (iv) a description of the specific relief sought, including any damages and a detailed calculation of those damages; and (v) a statement personally signed by the claiming party, and not solely by the claiming party’s attorney, verifying under penalty of perjury that the contents of the Notice are true and accurate. Each Notice must concern only one party’s claim.

Your Notice to Utopia Labs must be sent by email to [email address]. Utopia Labs’ Notice to you will be sent to the email address associated with your pre-order.

After the receiving party receives a complete Notice, both parties will work in good faith to resolve the dispute for 60 days from the date the complete Notice is received (the “Resolution Period”). The Resolution Period may be extended by written agreement of the parties. During the Resolution Period, either party may request an individualized settlement conference by telephone or video. Both parties must personally attend the conference, with counsel invited to attend if either party is represented. A party that cannot attend by video may attend by telephone upon a showing of good cause. The parties will cooperate to schedule the conference at the earliest mutually convenient time, which may fall after the 60-day period if the parties agree.

If the dispute is not resolved by the end of the Resolution Period or any agreed extension, either party may commence arbitration, file in small claims court, or pursue any other course permitted by these Terms.

Completion of the Notice and Resolution Period requirements described above is a condition precedent to commencing any arbitration or small claims proceeding. Any demand for arbitration or small claims petition must be accompanied by (i) a written certification that the filing party has completed the Notice and Resolution Period requirements and (ii) the personal signature of the filing party, and of the filing party’s counsel if represented, on both the demand and the certification.

If there is a dispute regarding whether a Notice was sufficient or whether the Resolution Period requirements were completed, either party may raise that issue with a court of competent jurisdiction, and any pending arbitration will be stayed. The court will have authority to enforce these requirements, including authority to enjoin the filing, prosecution, or administration of an arbitration filed without complying with them, to enjoin the assessment, collection, or invoicing of arbitration fees relating to such a filing, and to award damages for noncompliance.

Unless prohibited by applicable law, the arbitration administrator may not accept, administer, assess, or invoice fees for an arbitration commenced without proof of completion of the Pre-Arbitration Process. If an arbitration has already been filed without compliance, it must be administratively closed.

All applicable limitations periods, including statutes of limitation, and any filing-fee deadlines will be tolled from the date a complete Notice is received by the other party until the earlier of (i) completion of the Resolution Period requirements, including any agreed extension, or (ii) the date the dispute is resolved, withdrawn, or the filing party properly commences arbitration or a small claims proceeding after the Resolution Period ends.

Either party may seek a temporary restraining order or preliminary injunction from a court while the Resolution Period is ongoing if waiting would cause irreparable harm. A court’s authority under this paragraph is limited to granting temporary relief in support of the arbitration, small claims, or other permitted judicial process, and the court may not decide the merits of the underlying dispute.

Arbitration. Any arbitration will be administered by National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and, if applicable, its Supplemental Rules for Mass Arbitration Filings, in each case as modified by these Terms. If NAM is unavailable or unwilling to administer the arbitration consistent with these Terms, the arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. If neither NAM nor AAA is available, you and Utopia Labs will agree on another arbitration administrator or, if the parties cannot agree, petition a court of competent jurisdiction to appoint an arbitration administrator that will administer the proceeding consistent with these Terms.

The party commencing arbitration must include with the arbitration demand: (i) written certification that the filing party has completed the Pre-Arbitration Process; (ii) a copy of the Notice previously sent to the other party; (iii) a statement that the filing party is bound by these Terms and this Section; and (iv) the personal signatures of the filing party and the filing party’s counsel, if represented, on both the arbitration demand and the certification. If an arbitration demand does not include all of the foregoing, the arbitration administrator must not accept, administer, or assess fees in connection with the demand, and the filing will be dismissed without prejudice to refiling after the deficiency is cured.

A court of competent jurisdiction will have exclusive authority to decide (i) whether this Section is valid, enforceable, or applicable to a particular dispute; (ii) whether a dispute can or must be brought in arbitration; (iii) whether the Pre-Arbitration Process was satisfied; (iv) whether to enjoin the filing, prosecution, or administration of an arbitration or the assessment of arbitration fees; (v) whether claims are “similar” for purposes of the Mass Arbitration procedures below; and (vi) any issue specifically reserved for a court elsewhere in these Terms. The arbitrator will decide all other issues, including the merits of any properly filed claim, after the Pre-Arbitration Process has been completed. The arbitrator may not revisit a court’s determination of any matter reserved for a court under this paragraph.

Unless you and Utopia Labs agree otherwise or the applicable arbitration rules require otherwise, any arbitration hearing involving a claim seeking no more than US$15,000 will be conducted by videoconference, with both parties having the option to attend live. All other hearings will take place in the county or parish of your residence. You and a representative of Utopia Labs must attend any videoconference or in-person arbitration hearing.

At the conclusion of the arbitration, the arbitrator must issue a reasoned written decision explaining the essential findings and conclusions supporting or rejecting any award. The arbitrator’s decision will be binding only on the parties to that arbitration and will have no precedential effect in any proceeding involving another party. An award that has been fully satisfied may not be entered in any court.

By signing and filing an arbitration demand or any submission in the arbitration, each party and its counsel, if represented, certifies that, to the best of its knowledge, information, and belief formed after a reasonable inquiry, (i) the filing is not being presented for an improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically identified, are likely to have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator may impose any sanctions available under the applicable arbitration rules or applicable law, including standards analogous to those set forth in Federal Rule of Civil Procedure 11. Sanctions may include an award of reasonable attorneys’ fees, costs, expenses, and reallocation of arbitration fees. The arbitrator may grant any remedy or relief that the parties could have received in court, including attorneys’ fees and costs where permitted by applicable law, subject to these Terms.

Arbitration Fees. Payment of filing, administrative, arbitrator, hearing, and other arbitration fees will be governed by the applicable arbitration rules and applicable law. You and Utopia Labs agree that arbitration should be cost effective for all parties, and either party may engage with the arbitration administrator regarding reduction or deferral of fees.

Confidentiality. Except as required by applicable law, all non-public, proprietary, or confidential information exchanged in connection with an arbitration, including the existence of the arbitration, submissions, evidence, and any award, must be kept confidential and may be used only for purposes of the arbitration or any proceeding to confirm, enforce, or challenge the award. If disclosure is required by applicable law, the disclosing party will, to the extent permitted, seek confidential treatment and limit disclosure to the minimum necessary. The foregoing confidentiality obligations are subject to the limited exception set forth in the Mass Arbitration provisions below.

Offer of Settlement. In any arbitration, the defending party may make a written settlement offer at any time before the arbitrator issues a decision. If the party bringing the claim rejects the settlement offer within seven days after receiving it and does not obtain a more favorable result in the arbitration, the party bringing the claim must pay the defending party’s costs incurred after the offer was received, including arbitration fees, to the extent permitted by applicable law. The fact and terms of the settlement offer may not be disclosed to the arbitrator until after the arbitrator issues a decision.

Individual Claims. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND UTOPIA LABS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and Utopia Labs agree otherwise, the arbitrator may not consolidate more than one person’s claims or otherwise preside over any class, collective, consolidated, or representative proceeding.

Notwithstanding the foregoing, and only to the extent required by applicable law, if a claim includes a request for public injunctive relief, meaning injunctive relief primarily for the benefit of the general public rather than solely for the benefit of the individual party, all issues other than the request for public injunctive relief will first be resolved in arbitration, unless the claim is not subject to arbitration or is properly brought in small claims court. Following issuance of a final award on the arbitrable claims, any request for public injunctive relief will be decided by a court of competent jurisdiction to the extent required by applicable law.

If, after all appeals have been exhausted or the decision is otherwise final, a court determines that any prohibition on non-individualized relief or class, collective, consolidated, or representative proceedings is unenforceable with respect to a particular claim or request for relief, then (i) that claim or request for relief will be severed and may proceed in a court of competent jurisdiction; (ii) all other claims subject to individual arbitration must be arbitrated first, and the court proceeding on the non-arbitrable claim will be stayed pending completion of that arbitration; and (iii) any portion of the waiver that remains enforceable will continue to be enforced.

Mass Arbitration. If, at any time, 25 or more claimants submit Notices or seek to file arbitration demands raising similar claims against Utopia Labs or related parties through the same or coordinated counsel or entities, the claims will constitute a “Mass Arbitration.” Claims are “similar” if they arise from the same or substantially similar facts, transactions, or legal theories, even if the claimants allege different individual damages. Throughout the Mass Arbitration process, counsel for the parties will meet and confer regarding reasonable modifications to these procedures based on the particular circumstances. Any applicable limitations period and filing-fee deadline will be tolled beginning when a claimant submits a complete Notice and initiates the Pre-Arbitration Process until the claim is selected to proceed, settled, withdrawn, otherwise resolved, or otherwise permitted to proceed under this Section.

Stage One. Counsel for the parties will each select 10 claims, for a total of 20 claims, to be filed and proceed in individual arbitrations. Each individual arbitration will be assigned to a different single arbitrator unless the parties agree otherwise in writing. The outcomes and rulings in these arbitrations will have no precedential or binding effect on any remaining claims. The remaining claims will not be filed or deemed filed in arbitration, and arbitration fees will not be assessed for those claims, unless and until they are selected to proceed under this staged process.

Stage Two. After the Stage One arbitrations are completed, or sooner if the parties agree in writing, the remaining parties must participate in a single global mediation of all remaining claims. Utopia Labs will pay the mediator’s fee. The parties will agree on a mediator within 30 days after completion of the last Stage One arbitration. If the parties cannot agree, the arbitration administrator will appoint a mediator. The outcomes and awards from the Stage One arbitrations may be shared with the parties participating in the Mass Arbitration and their counsel solely for purposes of the mediation and any subsequent stage of the Mass Arbitration process.

Stage Three. If the mediation does not resolve all remaining claims, the arbitration requirement in this Section will no longer apply to a claimant with an unresolved claim who submitted a timely and complete Notice and completed the Pre-Arbitration Process. Such claimant may pursue the unresolved claim in court. To the fullest extent permitted by applicable law, any joint or consolidated court action may include only claimants in the Mass Arbitration who submitted timely and complete Notices and completed the Pre-Arbitration Process.

A court of competent jurisdiction will have authority to enforce these Mass Arbitration procedures and, where appropriate, to enjoin the filing, prosecution, or administration of arbitrations or the assessment of arbitration fees inconsistent with these procedures.

Opt Out. You may opt out of the arbitration requirements of this Section by sending written notice of your decision to [email address] within 30 days after first agreeing to these Terms. Your notice must include (i) your name; (ii) your contact information, including your email address, mailing address, and telephone number; and (iii) a statement that you wish to opt out of the requirement to arbitrate and instead resolve claims in court. If you do not timely opt out, you agree to be bound by the arbitration requirements of this Section. If you opt out, the opt-out applies only to the arbitration requirements of this Section and does not affect any other provision of these Terms, including Section 18. If a dispute is already pending when you timely opt out, the opt-out will apply to that pending dispute to the extent permitted by applicable law.

Severability. If any portion of this Section is found unenforceable or unlawful for any reason, except as specifically provided above regarding non-individualized relief, then (i) the unenforceable provision will be severed from these Terms; (ii) severance will not affect the remainder of this Section or the parties’ ability to compel arbitration of remaining claims on an individual basis; (iii) to the extent any claims must proceed on a class, collective, consolidated, or representative basis, those claims must be litigated in a civil court of competent jurisdiction rather than in arbitration, and litigation of those claims will be stayed pending resolution of any individual claims in arbitration; and (iv) if this specific severability paragraph is found unenforceable, the arbitration requirement in this Section, other than the Pre-Arbitration Process, will be null and void.

18. Class Action Waiver and Jury Trial Waiver

YOU AND UTOPIA LABS AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. NEITHER PARTY MAY BRING A CLAIM ON BEHALF OF A CLASS OR GROUP OR ON BEHALF OF ANY OTHER PERSON, EXCEPT TO THE EXTENT EXPRESSLY PERMITTED BY APPLICABLE LAW. NEITHER PARTY MAY PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING BROUGHT BY A THIRD PARTY, EXCEPT THAT YOU AND UTOPIA LABS MAY PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND UTOPIA LABS EACH WAIVE ANY RIGHT TO A TRIAL BY JURY.

This Section is intended to be enforceable to the fullest extent permitted by applicable law regardless of whether the arbitration provisions in Section 17 are enforceable or applicable to a particular claim. If any portion of this Section is found unenforceable with respect to a particular claim, that claim will proceed in court only after resolution of any claims that remain subject to arbitration, to the extent permitted by applicable law. This Section will survive the cancellation or completion of your pre-order, the termination of these Terms, and the termination of your relationship with Utopia Labs.

19. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms, your pre-order, or your relationship with Utopia Labs will be governed by and construed in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. federal law, without regard to any conflict of laws rules or principles that would result in the application of the laws of another jurisdiction.

Except for claims required to be resolved through arbitration under Section 17 or claims properly brought in small claims court, you and Utopia Labs agree that any dispute arising out of or relating to these Terms, your pre-order, or your relationship with Utopia Labs will be brought exclusively in the state and federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction and venue of those courts.

The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms or any purchase of the Product.

20. Notices and Electronic Communications

You consent to transact with Utopia Labs electronically and to receive agreements, notices, disclosures, confirmations, and other communications relating to your pre-order by electronic means, including by email or through our website. You agree that electronic communications from Utopia Labs satisfy any legal requirement that such communications be in writing, to the fullest extent permitted by applicable law.

You are responsible for providing Utopia Labs with a current and valid email address and for promptly updating your contact information if it changes. Notices and other communications from Utopia Labs may be sent to the most recent email address you have provided to us and, to the fullest extent permitted by applicable law, will be deemed given when sent. Utopia Labs will not be responsible for any failure by you to receive a communication resulting from inaccurate or outdated contact information.

Except as otherwise expressly provided in these Terms, notices from you to Utopia Labs must be sent to [email address] and will be effective when received.

21. Assignment

You may not assign, transfer, delegate, sell, or otherwise dispose of these Terms, your pre-order, or any of your rights or obligations under these Terms, whether voluntarily, by operation of law, or otherwise, without Utopia Labs’ prior written consent. Any attempted assignment, transfer, delegation, sale, or other disposition in violation of this Section will be void.

22. Miscellaneous

These Terms, together with any terms expressly incorporated by reference, constitute the entire agreement between you and Utopia Labs regarding your pre-order and supersede all prior or contemporaneous agreements, communications, and understandings relating to your pre-order. Utopia Labs’ failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision, and any waiver will be effective only if in writing and signed by Utopia Labs. Except as otherwise expressly provided in Sections 17 and 18, if any provision or part of a provision of these Terms is held to be invalid, illegal, or unenforceable, that provision or part will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. Except as otherwise expressly provided in these Terms, these Terms are intended solely for the benefit of you and Utopia Labs and do not confer any rights or remedies on any other person or entity. Sections 5, 7, 9 through 14, 17 through 22, and any other provisions that by their nature should survive, will survive the cancellation or completion of your pre-order or termination of these Terms.