Serial 1 EBicycle

TERMS AND CONDITIONS of sale (U.S.A.)

Last revised November 15, 2020

PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY. THEY GOVERN YOUR PURCHASE OF OUR PRODUCTS AND CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THESE TERMS AND CONDITIONS ARE SUBJECT TO MANDATORY ARBITRATION.

  1. Terms Governing All Orders

References herein to “Serial 1”, “we”, “us”, or “our” mean Serial 1 Cycle Company, LLC, the seller of Serial 1 eBicycles and certain replacement parts therefor (collectively, the “Products”). References herein to “you”, “your” or “Customer” mean the retail purchaser or prospective retail purchaser of one or more Products from Serial 1. You may place orders for Product(s) with us via our website, www.serial1.com (the “Website”). By placing an order for our Product(s), you consent to these Terms and Conditions of Sale (these “Terms”), and acknowledge that we will only furnish the Products subject to these Terms.

You may not purchase any of the Products unless you are at least 18 years old, and by placing an order for Product(s), you represent and confirm you are at least 18 years old.

Any term or condition in any order or other form or correspondence from you that purports to add to or is in any way different from or inconsistent with these Terms shall be inapplicable and of no force or effect whatsoever. Our right to require strict observance and performance of each of these Terms shall not be affected by concurrent waiver of any other of these Terms or by any previous course of dealing. The version of these Terms that is in effect on the date of your retail purchase of a Product shall be applicable to that purchase and that Product, even if these Terms are subsequently modified by Serial 1.

  1. Orders and Acceptance

All orders are subject to our acceptance or rejection. When you place an order on the Website, such order will not be deemed accepted by us unless and until an order confirmation is sent by us to you via email (“Order Confirmation”) and your order has been shipped by us. We may refuse to accept or we may cancel any order, whether or not the order has been confirmed, for any or no reason, and without liability to you or anyone else. Subject to Section 7 (WEBSITE ERRORS) below, you may not cancel any order accepted by Serial 1 without our express written consent, which we may withhold in our sole discretion. Notwithstanding the foregoing, you may cancel a pre-order at any time prior to shipment without incurring any charges, and if your payment method has already been charged, you will receive a full refund upon such cancellation.

To cancel an order, call Serial 1 customer service at 1-844-SERIAL1 or send an email to support@serial1.com. An order is not cancelled until cancellation is confirmed by a Serial 1 representative. Shipped orders cannot be cancelled under any circumstances, and are subject to our return policy set forth in Section 12.

All orders are subject to the availability of the ordered Product. Serial 1 reserves the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue Products or services without notice, even if you have already placed your order. Also, even if an order has been accepted, we may subsequently cancel such order in whole or in part due to Product non-availability (including without limitation due to discontinuation of the Product), price change, if the incorrect Product price was displayed on the Website, or as otherwise determined by us in our sole discretion.

To place an order via the Website, you may use guest checkout or you may sign into and use your Serial 1 account. By using guest checkout, you agree to these Terms. If you have a Serial 1 account, you agree to these Terms, and you agree to pay all Product prices, fees and other charges incurred utilizing your Serial 1 account username and password. You may also place an order by calling Serial 1 customer service at 1-844-SERIAL1; a customer service representative will assist you in completing your order via the Website. Regardless whether you place an order using guest checkout, using your Serial 1 account, or using Serial 1 customer service via telephone to assist you in placing your order, if you choose to purchase a Product, you must designate and provide information about your preferred payment method (for example, credit card, debit card, PayPal, or any other payment method made available by Serial 1). If your credit card, debit card or other payment method has already been charged for an order that is later cancelled by Serial 1, we will issue you a refund (in the case of a cancellation due to your fault, the refund will be reduced by the amount of any applicable fees).

  1. Prices

All Product prices on the Website are shown in United States dollars. All Product prices are subject to change by Serial 1 without notice, and exclude Taxes (as defined below), shipping and handling charges, and assembly and pick-up charges (if applicable).

  1. Taxes

The prices quoted for the Products on the Website do not include any foreign, federal, state or local sales, use, value-added, excise, gross receipts, personal property, or any similar transaction or consumption taxes, tariffs, duties or other charges imposed on or measured by the use, sale, purchase or ownership of Products (collectively, “Taxes”). You shall pay, and reimburse Serial 1 if Serial 1 pays, any and all applicable Taxes, except for those Taxes imposed on Serial 1 that are based on Serial 1’s net income.

  1. Payment

All orders must be paid in full prior to shipment of any Products. Serial 1 accepts most major credit cards, including MasterCard, American Express, Visa and Discover, as well as debit cards and PayPal. You must submit payment information upon the placement of any order, and fulfillment and shipping of the order is subject to verification of payment information and availability of funds. By submitting your order, you represent and confirm you are authorized to use the designated credit card, debit card or other payment method and authorize us to charge your order (including applicable Taxes, any shipping and handling charges, and any other amounts described in these Terms or on the Website) to that credit or debit card or other payment method. If the credit or debit card or other payment method cannot be verified, is invalid, or is otherwise not acceptable, your order may be suspended or cancelled automatically.

  1. LIMITED Warranty

We are selling the Product(s) to you subject to the provisions of the Serial 1 eBicycle Limited Warranty (U.S.A.), which is found at www.serial1.com and in the Product Owner’s Manual, and which is incorporated into these Terms by this reference (the “Limited Warranty”). The Limited Warranty includes, among other things, an exclusion of damages and limitations on our liability. By placing an order for Product(s), you agree to all of the provisions of this Limited Warranty.

  1. Website Errors

We use commercially reasonable efforts to ensure that the information about the Products on our Website is accurate and up-to-date. In the event an error that affects your order is made by us, whether on the Website, in an Order Confirmation, in processing an order, in shipping a Product to the destination you specify, or otherwise, we will promptly correct such error and revise your order accordingly if necessary. We will give you notice of all such revisions made, and if you do not agree to any of the revisions made, you may cancel your order at any time prior to the date we ship the order and request a refund. Your exclusive remedy and our sole obligation in the event of such an error is for us, upon your timely request, to cancel your order and provide you with a refund.

  1. Availability

Products displayed for purchase on the Website may be available for demonstration rides and for assembly and pick-up (as provided in these Terms) at certain Serial 1-qualified authorized Serial 1 dealers (each an “Serial 1 eBicycle Dealer”). Notwithstanding any display, demonstration rides, assembly, pick-up or other assistance or services provided by any Serial 1 eBicycle Dealer, Serial 1 (and not any such Serial 1 eBicycle Dealer) is the seller of all Products.

  1. Agreement to Conduct Transactions Electronically; Recording; Copies. 

You agree that all of your transactions with or through the Website, including without limitation any and all transactions in which you obtain assistance from a Serial 1 customer service representative, may, at our option, be conducted electronically from start to finish, and that any oral conversations may be recorded by us. If we decide to proceed non-electronically, those transactions will still be governed by the remainder of these Terms unless you enter into different written terms and conditions provided by us. We recommend that you keep a copy of these Terms, the Order Confirmation and any other contract or disclosure that we may provide to you.

  1. Delivery, Risk of Loss, and assembly

Products purchased on the Website can only be shipped to a valid street address (i.e., we do not deliver to any P.O. Boxes) within the United States of America (which excludes Puerto Rico, other U.S. territories and all foreign countries). Products ordered for delivery to Alaska or Hawaii may generate additional charges to the Customer and may take longer to deliver than Products shipped to other States. Shipments can be made either (a) to you directly (to the domestic/deliver-to address indicated in your order), or (b) if available in your area, to a Serial 1 eBicycle Dealer of your choosing, in each case as specified in your accepted order.

We shall ship all Products F.O.B. our shipping point. Title and risk of loss of or damage to the Product shall pass to you upon our delivery of the Product to the carrier for shipment to you, or if applicable, for shipment to the Serial 1 eBicycle Dealer designated by you. If you requested delivery to be made directly to you, you will be required to provide your signature to the carrier upon delivery of the Product. Serial 1 will not be responsible or liable if the Product is lost, stolen, damaged or destroyed after the time we deliver the Product to the carrier for shipment to you or to a Serial 1 eBicycle Dealer. If your Product is lost, stolen, damaged or destroyed during shipment, you must make a claim with the carrier, and you also agree to notify Serial 1 of any such damage within ten (10) days after receipt of the Product.

Any shipping times shown on the Website are good faith estimates only. All delivery dates are approximate. Further, we will not be liable for any losses or damages as a result of any delay or failure to deliver due to any cause beyond our reasonable control, including but not limited to any act of God, act of Customer, embargo or other governmental act, order, regulation or request, fire, flood, earthquake, natural disaster, severe weather, severe storm, accident, strike, slowdown, war, act of terrorism, riot, insurrection, nuclear contamination, delay in transportation, or inability to obtain necessary Products, labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery will be extended for a period equal to the time lost because of the delay.

PLEASE NOTE: Serial 1 eBicycle Products delivered to you directly will require some assembly; tools and instructions will be included for you to complete assembly. Instructions can also be found in the Product Owner’s Manual and on the Serial 1 eBicycle website at www.serial1.com. If you have any questions as to how to complete assembly of your Product, please contact Serial 1 at 1-844-SERIA1 or .

If you would like to receive your Product completely assembled, you must specify in your order that you want the Product shipped to a Serial 1 eBicycle Dealer and assembled for pick-up; in this case, you must pay an additional fee for this service. Please note that shipment to a Serial 1 eBicycle Dealer for assembly may not be available to you, depending upon your location.

  1. Pick-Up at AN Serial 1 eBicycle Dealer 

If your Product is shipped to a Serial 1 eBicycle Dealer for assembly at your request, said Serial 1 eBicycle Dealer will notify you when the Product is available for pick-up at the Serial 1 eBicycle Dealer. Products shipped to a Serial 1 eBicycle Dealer will be fully assembled at the time of your pick-up. You agree to pick-up the Product at the Serial 1 eBicycle Dealer within fourteen (14) calendar days following receipt of the pick-up notice from the Serial 1 eBicycle Dealer. At the time of Product pick-up, you agree to present to the Serial 1 eBicycle Dealer a copy of the Order Confirmation and a government issued photo identification card (such as a valid driver’s license or passport). Your failure to pick-up the Product or contact the Serial 1 eBicycle Dealer within fourteen (14) calendar days of said Serial 1 eBicycle Dealer’s initial pick-up notice may result in Serial 1 charging you a fee equal to ten percent (10%) of the Product price for collection, storage, and/or restocking; at Serial 1’s option, your order shall be cancelled and Serial 1 will refund any amounts you have paid in respect of such Product (less the applicable shipping, handling and assembly fees and the 10% collection/storage/restocking charge). Serial 1 is not responsible for delays or defaults of any Serial 1 eBicycle Dealer.

  1. Returns

Except as otherwise provided in these Terms, you may not cancel an accepted Product order without our prior written consent, which we may withhold in our sole discretion. For any reason, the original Customer may return a Product for a refund of the purchase price (not including initial shipping and handling charges and any assembly or pick-up fees) plus any applicable Taxes, so long as (i) such Product is returned within fourteen (14) calendar days after you take delivery of or pick up the Product, (ii) such Product is clean, like-new, ridden for less than five (5) miles, undamaged, and free from dirt, debris, and fragrances at the time of return, and (iii) you provide the original receipt for the purchase of the Product. All returns will be subject to a flat restocking fee equal to ten percent (10%) of the Product price to be paid by you.

To return a Product, you must contact Serial 1 at 1-844-SERIAL1 or send an email to support@serial1.com to obtain a return material authorization number (“RMA#”). Only you, the original Customer, may return a Product. When you return the Product, you must include the RMA# and provide an original receipt for the purchase of the Product, and you must arrange for return shipping. Returned Products must be packaged in original packaging. Therefore, Serial 1 recommends that after receipt of the Product, you keep the original packaging for fourteen (14) calendar days in the event you choose to return the Product. If you do not possess the original packaging required for the return of the Product, you may order acceptable replacement packaging from Serial 1 by contacting Serial 1 at 1-844-SERIAL1 or send an email to support@serial1.com. You shall be responsible for the risk of loss of or damage to the returned Product until it is received by us.

If you picked up your Product from a Serial 1 eBicycle Dealer, you may at your option work with such Serial 1 eBicycle Dealer to repackage your Product and return it to Serial 1 (such Serial 1 eBicycle Dealer may charge you a fee for this service), or you may repackage the Product yourself and return it to Serial 1 as described in this Section; in either case, you will need to obtain an RMA# from Serial 1, and all return conditions shall apply.

Returned Products must be shipped to Serial 1 at the following address:

Serial 1 Cycle Company, LLC

Attn: Serial 1

W160S6471 Commerce Dr.

Muskego, WI 53150

Within thirty (30) days following the return to Serial 1 of the Product, we will inspect such returned Product. If we determine the Product is not eligible for a return under this Section, we will so notify you and make arrangements with you to ship the Product back to you, at your risk and expense. Alternatively, if we determine the Product is eligible for a return under this Section, we will accept the return and refund to you the amount specified above, less the restocking fee.

Special Rules for Batteries: eBicycle batteries purchased as upgrade or replacement Products are covered by the Returns provisions contained in this Section, but may be subject to additional rules. Please contact Serial 1 customer service at 1-844-SERIAL1 for additional instructions before returning eBicycle batteries.

  1. Product Changes

At our sole discretion, we may make any changes in the design of or specifications for, or in the way we manufacture or produce, any Product if such changes are necessary or desirable to improve the safety, performance or other aspect of such Product. Further, we may furnish suitable substitute Products or Product components for components which are unobtainable by us because of any priorities, rules, orders, regulations or the like established by governmental authorities or agencies, or due to price changes or the non-availability of materials or components from suppliers.

  1. Not for Resale 

You agree and represent that you are buying the Product(s) for your own personal use and not for resale.

  1. Reservation of rights

We reserve the right to refuse to sell Products to any person or entity for any reason, in our sole discretion.

  1. Intellectual Property

All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for same, copyrights, design rights, database rights, trade secrets, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in the Products or arising out of or relating to the design or manufacture of the Products or the provision of related services shall belong to and remain vested solely in Serial 1 or its affiliates. Nothing in these Terms grants to Customer any right, title or interest in or to any of Serial 1’s intellectual property.

  1. Design Work and Embedded Software 

Any design work performed by Serial 1 and any software or software designs embedded in the Products are and will remain the sole property of Serial 1 or its licensor, notwithstanding any charges to Customer therefor. Any such charges convey to you the right to have and use the Product, but do not convey title or any other right with respect to the designs or embedded software.

  1. Customer Indemnity

Customer shall indemnify, defend and hold harmless Serial 1, all direct and indirect subsidiaries of Serial 1, and all of our and their respective officers, directors, affiliates, agents, and employees from and against any and all claims, losses, damages, liabilities, demands, actions, costs, attorneys’ fees and expenses (including without limitation damages arising from personal injury, death or property damage) that may arise out of or result from: (a) any breach by you of these Terms; (b) any violation by you of any applicable law, rule, ordinance or regulation; (c) any use, misuse, modification or resale of any Product by Customer or any other person; or (d) any negligence or willful misconduct of Customer.

  1. Governing Law

These Terms and all sales of Products by us shall be governed by and construed in accordance with the laws of the State of Utah, without reference to its conflict of laws principles.

  1. Dispute Resolution Provision – Mandatory Arbitration Agreement 

TO THE EXTENT PERMITTED BY GOVERNING STATE AND FEDERAL LAW, AND EXCEPT FOR DISPUTES THAT QUALIFY FOR AND ARE BROUGHT AS AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT AS DESCRIBED IN THE LAST SENTENCE OF THIS PARAGRAPH, Serial 1 AND CUSTOMER EACH WAIVE THEIR RIGHT TO PROCEED IN A COURT OR JUDICIAL FORUM, AND THEY EACH SPECIFICALLY WAIVE THEIR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION, PURSUANT TO THE FOLLOWING PROVISIONS. Serial 1 AND CUSTOMER AGREE TO ARBITRATE ANY AND ALL CLAIMS, CONTROVERSIES AND DISPUTES OF ANY KIND (COLLECTIVELY, “CLAIMS”) AGAINST EACH OTHER ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, INCLUDING BUT NOT LIMITED TO CLAIMS RELATING TO THE PRODUCTS OR ANY OTHER Serial 1 PRODUCTS OR SERVICES, OR Serial 1’S CHARGES OR ADVERTISING. FOR THE PURPOSES OF THIS DISPUTE RESOLUTION PROVISION, “CUSTOMER” ALSO INCLUDES ANY OF CUSTOMER’S AGENTS, BENEFICIARIES, TRANSFEREES OR ASSIGNS, OR ANYONE ACTING FOR OR ON BEHALF OF THE FOREGOING, AND “Serial 1” ALSO INCLUDES ANY OF ITS EMPLOYEES, AGENTS, AFFILIATES, PARENTS, SUBSIDIARIES, BENEFICIARIES, INSURERS, ASSIGNS, SERVICE PROVIDERS, DEALERS AND VENDORS. Serial 1 AND CUSTOMER AGREE THAT NO CLAIMS WILL BE PURSUED OR RESOLVED AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE OR COLLECTIVE ACTION OR PROCEEDING, THAT NO ARBITRATION FORUM WILL HAVE JURISDICTION TO DECIDE ANY CLAIMS ON A CLASS-WIDE, COLLECTIVE, OR CONSOLIDATED BASIS, AND THAT NO RULES OR OTHER PROCEDURES FOR CLASS-WIDE OR COLLECTIVE ARBITRATION WILL APPLY. This Dispute Resolution Provision is to be broadly interpreted and applies to all Claims based in contract, tort, statute, or any other legal theory, and all Claims that arose prior to or after termination of these Terms. However, Customer and Serial 1 (the “parties”) agree that either party may bring an individual action in a small claims court with valid jurisdiction, provided that the action remains in that court (other than any appeal of the small claims court ruling), the action is made on behalf of or against Customer only, and the action is not made part of a class action, private attorney general action or other representative or collective action.

(1) Procedure. A party must send a written Notice of Dispute (“Notice”) describing (a) the nature and basis of the Claim; and (b) the relief sought, to the other party. Each Notice sent to Customer should be sent to the Customer’s address provided by Customer in his/her most recent Product order, or to such other address as may have been provided by Customer to Serial 1. Each Notice sent to Serial 1 should be sent to:

Serial 1 Cycle Company, LLC

Attn: President

5300 South 108th Street

Suite 15 #251

Hales Corners, Wisconsin 53130

and a copy of each such Notice sent to Serial 1 should be sent to:

Bennett Tueller Johson & Deere

Attention: Reed Rawson

3165 E. Millrock Drive, Suite 500

Salt Lake City, UT 84121

If Serial 1 and Customer do not resolve the Claim within thirty (30) calendar days after the Notice is received, a party may commence an arbitration by filing a demand for arbitration with the JAMS arbitration forum pursuant to the JAMS Streamlined Arbitration Rules & Procedures and, if applicable, its accompanying JAMS Consumer Arbitration Minimum Standards (collectively, the “JAMS Rules”). Claims will be resolved pursuant to the JAMS Rules in effect at the time of the demand, as modified by these Terms (including without limitation this Dispute Resolution Provision), and heard by a single arbitrator. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Customer or by Serial 1 that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties, with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The JAMS Rules are available online at www.jamsadr.com. Except as required by law, neither a party nor an arbitrator may disclose the existence, content or results of any dispute or arbitration hereunder without the prior written consent of both parties.

(2) Arbitrator’s Authority: The arbitrator is bound by these Terms (including without limitation this Dispute Resolution Provision), the Federal Arbitration Act (“FAA”) and the JAMS Rules. The arbitrator has no authority to join or consolidate claims, or to adjudicate joined and consolidated claims. The arbitrator has exclusive authority to resolve any dispute relating to the scope, interpretation, applicability, enforceability or formation of these Terms, including whether they are void. The parties agree that the arbitrator’s decision and award will be final and binding and may be confirmed or challenged in any court with jurisdiction as permitted under the FAA. The arbitrator can award the same damages and relief as a court (subject to any limitations contained in these Terms, including but not limited to any limitations contained in the Limited Warranty incorporated by reference into these Terms), but only in favor of an individual party and for a party’s individual claim.

(3) Arbitration Costs: Customer will be responsible for his/her share of any arbitration fees (e.g., filing, administrative, etc.), but only up to the amount of filing fees Customer would incur if the Claim(s) were filed in court. Serial 1 will be responsible for all additional arbitration fees. Customer is responsible for all other costs/fees that he/she incurs in arbitration, for example, fees for attorneys, expert witnesses, etc. Customer will not be required to reimburse Serial 1 for any fees unless the arbitrator finds that the substance of Customer’s Claim(s) or the relief sought by Customer is frivolous. If the arbitrator makes such a finding, the JAMS Rules will govern the payment of all fees, and Serial 1 may seek reasonable attorney’s fees. Serial 1 will pay all fees and costs it is required by law to pay.

(4) Governing Law and Enforcement: Notwithstanding anything to the contrary in this Section 20, this Dispute Resolution Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the FAA, 9 U.S.C. §§ 1-16. This Dispute Resolution Provision was drafted in compliance with the laws in all states, however, if any portion of it is deemed to be invalid or unenforceable or is found not to apply to a Claim, the remainder of this Dispute Resolution Provision remains in full force and effect. Except, if the class-arbitration waiver provision is deemed unenforceable, any class action Claim(s) must proceed in a court of competent jurisdiction.

(5) Survival: This Dispute Resolution Provision shall survive any acceptance, rejection, cancellation, or purported cancellation of any Product order; any payment for or delivery or return of any Product; any termination or purported termination of these Terms by Customer and Serial 1; the making of any claim under the Limited Warranty incorporated by reference into these Terms; and the expiration of the Warranty Period under such Limited Warranty.

  1. EXCLUSION OF DAMAGES

TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT LIABILITY THEORY OR OTHERWISE, WILL Serial 1 BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PROPERTY DAMAGE OR ECONOMIC LOSSES. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

  1. Exclusivity

To the greatest extent allowed by applicable law, your and our rights, liabilities, responsibilities and remedies with respect to the Products shall be exclusively those expressly set forth in these Terms. To the greatest extent allowed by applicable law, the waivers, releases, limitations on liability and on remedies expressed in these Terms, including without limitation those in the Limited Warranty, shall apply even in the event of the default, negligence, breach of contract, breach of warranty or strict liability of the party released or whose liability is limited, and shall extend to that party’s directors, officers, agents and employees.

  1. Third Party Beneficiaries

You acknowledge and agree that any other entities controlling, controlled by or under common control with Serial 1 shall be third party beneficiaries to these Terms, and that such other entities shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or rights in favor of) them. Except as provided in the immediately preceding sentence, there are no third-party beneficiaries to the Terms, and these Terms are not intended to and shall not confer any right or benefit on any third party.

  1. Headings 

Headings in these Terms are for reference purposes only and do not limit the scope or extent of any provision.

  1. Failure to Act is Not a Waiver 

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or other breaches. You agree that if Serial 1 does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Serial 1 has the benefit of under any applicable law), this will not be taken to be a waiver of Serial 1’s rights or remedies, and that those rights or remedies will still be available to Serial 1.

  1. Severability

These Terms shall be severable in the event that any of the provisions hereof are held to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

  1. Entire Agreement 

These Terms, together with orders placed by you via the Website and accepted by us, constitute the entire and only agreement between Serial 1 and Customer, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, on the subject matter hereof.

Serial 1 EBicycle

TERMS AND CONDITIONS of sale (U.S.A.)

Last revised November 15, 2020

PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY. THEY GOVERN YOUR PURCHASE OF OUR PRODUCTS AND CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THESE TERMS AND CONDITIONS ARE SUBJECT TO MANDATORY ARBITRATION.

  1. Terms Governing All Orders

References herein to “Serial 1”, “we”, “us”, or “our” mean Serial 1 Cycle Company, LLC, the seller of Serial 1 eBicycles and certain replacement parts therefor (collectively, the “Products”). References herein to “you”, “your” or “Customer” mean the retail purchaser or prospective retail purchaser of one or more Products from Serial 1. You may place orders for Product(s) with us via our website, www.serial1.com (the “Website”). By placing an order for our Product(s), you consent to these Terms and Conditions of Sale (these “Terms”), and acknowledge that we will only furnish the Products subject to these Terms.

You may not purchase any of the Products unless you are at least 18 years old, and by placing an order for Product(s), you represent and confirm you are at least 18 years old.

Any term or condition in any order or other form or correspondence from you that purports to add to or is in any way different from or inconsistent with these Terms shall be inapplicable and of no force or effect whatsoever. Our right to require strict observance and performance of each of these Terms shall not be affected by concurrent waiver of any other of these Terms or by any previous course of dealing. The version of these Terms that is in effect on the date of your retail purchase of a Product shall be applicable to that purchase and that Product, even if these Terms are subsequently modified by Serial 1.

  1. Orders and Acceptance

All orders are subject to our acceptance or rejection. When you place an order on the Website, such order will not be deemed accepted by us unless and until an order confirmation is sent by us to you via email (“Order Confirmation”) and your order has been shipped by us. We may refuse to accept or we may cancel any order, whether or not the order has been confirmed, for any or no reason, and without liability to you or anyone else. Subject to Section 7 (WEBSITE ERRORS) below, you may not cancel any order accepted by Serial 1 without our express written consent, which we may withhold in our sole discretion. Notwithstanding the foregoing, you may cancel a pre-order at any time prior to shipment without incurring any charges, and if your payment method has already been charged, you will receive a full refund upon such cancellation.

To cancel an order, call Serial 1 customer service at 1-844-SERIAL1 or send an email to support@serial1.com. An order is not cancelled until cancellation is confirmed by a Serial 1 representative. Shipped orders cannot be cancelled under any circumstances, and are subject to our return policy set forth in Section 12.

All orders are subject to the availability of the ordered Product. Serial 1 reserves the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue Products or services without notice, even if you have already placed your order. Also, even if an order has been accepted, we may subsequently cancel such order in whole or in part due to Product non-availability (including without limitation due to discontinuation of the Product), price change, if the incorrect Product price was displayed on the Website, or as otherwise determined by us in our sole discretion.

To place an order via the Website, you may use guest checkout or you may sign into and use your Serial 1 account. By using guest checkout, you agree to these Terms. If you have a Serial 1 account, you agree to these Terms, and you agree to pay all Product prices, fees and other charges incurred utilizing your Serial 1 account username and password. You may also place an order by calling Serial 1 customer service at 1-844-SERIAL1; a customer service representative will assist you in completing your order via the Website. Regardless whether you place an order using guest checkout, using your Serial 1 account, or using Serial 1 customer service via telephone to assist you in placing your order, if you choose to purchase a Product, you must designate and provide information about your preferred payment method (for example, credit card, debit card, PayPal, or any other payment method made available by Serial 1). If your credit card, debit card or other payment method has already been charged for an order that is later cancelled by Serial 1, we will issue you a refund (in the case of a cancellation due to your fault, the refund will be reduced by the amount of any applicable fees).

  1. Prices

All Product prices on the Website are shown in United States dollars. All Product prices are subject to change by Serial 1 without notice, and exclude Taxes (as defined below), shipping and handling charges, and assembly and pick-up charges (if applicable).

  1. Taxes

The prices quoted for the Products on the Website do not include any foreign, federal, state or local sales, use, value-added, excise, gross receipts, personal property, or any similar transaction or consumption taxes, tariffs, duties or other charges imposed on or measured by the use, sale, purchase or ownership of Products (collectively, “Taxes”). You shall pay, and reimburse Serial 1 if Serial 1 pays, any and all applicable Taxes, except for those Taxes imposed on Serial 1 that are based on Serial 1’s net income.

  1. Payment

All orders must be paid in full prior to shipment of any Products. Serial 1 accepts most major credit cards, including MasterCard, American Express, Visa and Discover, as well as debit cards and PayPal. You must submit payment information upon the placement of any order, and fulfillment and shipping of the order is subject to verification of payment information and availability of funds. By submitting your order, you represent and confirm you are authorized to use the designated credit card, debit card or other payment method and authorize us to charge your order (including applicable Taxes, any shipping and handling charges, and any other amounts described in these Terms or on the Website) to that credit or debit card or other payment method. If the credit or debit card or other payment method cannot be verified, is invalid, or is otherwise not acceptable, your order may be suspended or cancelled automatically.

  1. LIMITED Warranty

We are selling the Product(s) to you subject to the provisions of the Serial 1 eBicycle Limited Warranty (U.S.A.), which is found at www.serial1.com and in the Product Owner’s Manual, and which is incorporated into these Terms by this reference (the “Limited Warranty”). The Limited Warranty includes, among other things, an exclusion of damages and limitations on our liability. By placing an order for Product(s), you agree to all of the provisions of this Limited Warranty.

  1. Website Errors

We use commercially reasonable efforts to ensure that the information about the Products on our Website is accurate and up-to-date. In the event an error that affects your order is made by us, whether on the Website, in an Order Confirmation, in processing an order, in shipping a Product to the destination you specify, or otherwise, we will promptly correct such error and revise your order accordingly if necessary. We will give you notice of all such revisions made, and if you do not agree to any of the revisions made, you may cancel your order at any time prior to the date we ship the order and request a refund. Your exclusive remedy and our sole obligation in the event of such an error is for us, upon your timely request, to cancel your order and provide you with a refund.

  1. Availability

Products displayed for purchase on the Website may be available for demonstration rides and for assembly and pick-up (as provided in these Terms) at certain Serial 1-qualified authorized Serial 1 dealers (each an “Serial 1 eBicycle Dealer”). Notwithstanding any display, demonstration rides, assembly, pick-up or other assistance or services provided by any Serial 1 eBicycle Dealer, Serial 1 (and not any such Serial 1 eBicycle Dealer) is the seller of all Products.

  1. Agreement to Conduct Transactions Electronically; Recording; Copies. 

You agree that all of your transactions with or through the Website, including without limitation any and all transactions in which you obtain assistance from a Serial 1 customer service representative, may, at our option, be conducted electronically from start to finish, and that any oral conversations may be recorded by us. If we decide to proceed non-electronically, those transactions will still be governed by the remainder of these Terms unless you enter into different written terms and conditions provided by us. We recommend that you keep a copy of these Terms, the Order Confirmation and any other contract or disclosure that we may provide to you.

  1. Delivery, Risk of Loss, and assembly

Products purchased on the Website can only be shipped to a valid street address (i.e., we do not deliver to any P.O. Boxes) within the United States of America (which excludes Puerto Rico, other U.S. territories and all foreign countries). Products ordered for delivery to Alaska or Hawaii may generate additional charges to the Customer and may take longer to deliver than Products shipped to other States. Shipments can be made either (a) to you directly (to the domestic/deliver-to address indicated in your order), or (b) if available in your area, to a Serial 1 eBicycle Dealer of your choosing, in each case as specified in your accepted order.

We shall ship all Products F.O.B. our shipping point. Title and risk of loss of or damage to the Product shall pass to you upon our delivery of the Product to the carrier for shipment to you, or if applicable, for shipment to the Serial 1 eBicycle Dealer designated by you. If you requested delivery to be made directly to you, you will be required to provide your signature to the carrier upon delivery of the Product. Serial 1 will not be responsible or liable if the Product is lost, stolen, damaged or destroyed after the time we deliver the Product to the carrier for shipment to you or to a Serial 1 eBicycle Dealer. If your Product is lost, stolen, damaged or destroyed during shipment, you must make a claim with the carrier, and you also agree to notify Serial 1 of any such damage within ten (10) days after receipt of the Product.

Any shipping times shown on the Website are good faith estimates only. All delivery dates are approximate. Further, we will not be liable for any losses or damages as a result of any delay or failure to deliver due to any cause beyond our reasonable control, including but not limited to any act of God, act of Customer, embargo or other governmental act, order, regulation or request, fire, flood, earthquake, natural disaster, severe weather, severe storm, accident, strike, slowdown, war, act of terrorism, riot, insurrection, nuclear contamination, delay in transportation, or inability to obtain necessary Products, labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery will be extended for a period equal to the time lost because of the delay.

PLEASE NOTE: Serial 1 eBicycle Products delivered to you directly will require some assembly; tools and instructions will be included for you to complete assembly. Instructions can also be found in the Product Owner’s Manual and on the Serial 1 eBicycle website at www.serial1.com. If you have any questions as to how to complete assembly of your Product, please contact Serial 1 at 1-844-SERIA1 or .

If you would like to receive your Product completely assembled, you must specify in your order that you want the Product shipped to a Serial 1 eBicycle Dealer and assembled for pick-up; in this case, you must pay an additional fee for this service. Please note that shipment to a Serial 1 eBicycle Dealer for assembly may not be available to you, depending upon your location.

  1. Pick-Up at AN Serial 1 eBicycle Dealer 

If your Product is shipped to a Serial 1 eBicycle Dealer for assembly at your request, said Serial 1 eBicycle Dealer will notify you when the Product is available for pick-up at the Serial 1 eBicycle Dealer. Products shipped to a Serial 1 eBicycle Dealer will be fully assembled at the time of your pick-up. You agree to pick-up the Product at the Serial 1 eBicycle Dealer within fourteen (14) calendar days following receipt of the pick-up notice from the Serial 1 eBicycle Dealer. At the time of Product pick-up, you agree to present to the Serial 1 eBicycle Dealer a copy of the Order Confirmation and a government issued photo identification card (such as a valid driver’s license or passport). Your failure to pick-up the Product or contact the Serial 1 eBicycle Dealer within fourteen (14) calendar days of said Serial 1 eBicycle Dealer’s initial pick-up notice may result in Serial 1 charging you a fee equal to ten percent (10%) of the Product price for collection, storage, and/or restocking; at Serial 1’s option, your order shall be cancelled and Serial 1 will refund any amounts you have paid in respect of such Product (less the applicable shipping, handling and assembly fees and the 10% collection/storage/restocking charge). Serial 1 is not responsible for delays or defaults of any Serial 1 eBicycle Dealer.

  1. Returns

Except as otherwise provided in these Terms, you may not cancel an accepted Product order without our prior written consent, which we may withhold in our sole discretion. For any reason, the original Customer may return a Product for a refund of the purchase price (not including initial shipping and handling charges and any assembly or pick-up fees) plus any applicable Taxes, so long as (i) such Product is returned within fourteen (14) calendar days after you take delivery of or pick up the Product, (ii) such Product is clean, like-new, ridden for less than five (5) miles, undamaged, and free from dirt, debris, and fragrances at the time of return, and (iii) you provide the original receipt for the purchase of the Product. All returns will be subject to a flat restocking fee equal to ten percent (10%) of the Product price to be paid by you.

To return a Product, you must contact Serial 1 at 1-844-SERIAL1 or send an email to support@serial1.com to obtain a return material authorization number (“RMA#”). Only you, the original Customer, may return a Product. When you return the Product, you must include the RMA# and provide an original receipt for the purchase of the Product, and you must arrange for return shipping. Returned Products must be packaged in original packaging. Therefore, Serial 1 recommends that after receipt of the Product, you keep the original packaging for fourteen (14) calendar days in the event you choose to return the Product. If you do not possess the original packaging required for the return of the Product, you may order acceptable replacement packaging from Serial 1 by contacting Serial 1 at 1-844-SERIAL1 or send an email to support@serial1.com. You shall be responsible for the risk of loss of or damage to the returned Product until it is received by us.

If you picked up your Product from a Serial 1 eBicycle Dealer, you may at your option work with such Serial 1 eBicycle Dealer to repackage your Product and return it to Serial 1 (such Serial 1 eBicycle Dealer may charge you a fee for this service), or you may repackage the Product yourself and return it to Serial 1 as described in this Section; in either case, you will need to obtain an RMA# from Serial 1, and all return conditions shall apply.

Returned Products must be shipped to Serial 1 at the following address:

Serial 1 Cycle Company, LLC

Attn: Serial 1

W160S6471 Commerce Dr.

Muskego, WI 53150

Within thirty (30) days following the return to Serial 1 of the Product, we will inspect such returned Product. If we determine the Product is not eligible for a return under this Section, we will so notify you and make arrangements with you to ship the Product back to you, at your risk and expense. Alternatively, if we determine the Product is eligible for a return under this Section, we will accept the return and refund to you the amount specified above, less the restocking fee.

Special Rules for Batteries: eBicycle batteries purchased as upgrade or replacement Products are covered by the Returns provisions contained in this Section, but may be subject to additional rules. Please contact Serial 1 customer service at 1-844-SERIAL1 for additional instructions before returning eBicycle batteries.

  1. Product Changes

At our sole discretion, we may make any changes in the design of or specifications for, or in the way we manufacture or produce, any Product if such changes are necessary or desirable to improve the safety, performance or other aspect of such Product. Further, we may furnish suitable substitute Products or Product components for components which are unobtainable by us because of any priorities, rules, orders, regulations or the like established by governmental authorities or agencies, or due to price changes or the non-availability of materials or components from suppliers.

  1. Not for Resale 

You agree and represent that you are buying the Product(s) for your own personal use and not for resale.

  1. Reservation of rights

We reserve the right to refuse to sell Products to any person or entity for any reason, in our sole discretion.

  1. Intellectual Property

All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for same, copyrights, design rights, database rights, trade secrets, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in the Products or arising out of or relating to the design or manufacture of the Products or the provision of related services shall belong to and remain vested solely in Serial 1 or its affiliates. Nothing in these Terms grants to Customer any right, title or interest in or to any of Serial 1’s intellectual property.

  1. Design Work and Embedded Software 

Any design work performed by Serial 1 and any software or software designs embedded in the Products are and will remain the sole property of Serial 1 or its licensor, notwithstanding any charges to Customer therefor. Any such charges convey to you the right to have and use the Product, but do not convey title or any other right with respect to the designs or embedded software.

  1. Customer Indemnity

Customer shall indemnify, defend and hold harmless Serial 1, all direct and indirect subsidiaries of Serial 1, and all of our and their respective officers, directors, affiliates, agents, and employees from and against any and all claims, losses, damages, liabilities, demands, actions, costs, attorneys’ fees and expenses (including without limitation damages arising from personal injury, death or property damage) that may arise out of or result from: (a) any breach by you of these Terms; (b) any violation by you of any applicable law, rule, ordinance or regulation; (c) any use, misuse, modification or resale of any Product by Customer or any other person; or (d) any negligence or willful misconduct of Customer.

  1. Governing Law

These Terms and all sales of Products by us shall be governed by and construed in accordance with the laws of the State of Utah, without reference to its conflict of laws principles.

  1. Dispute Resolution Provision – Mandatory Arbitration Agreement 

TO THE EXTENT PERMITTED BY GOVERNING STATE AND FEDERAL LAW, AND EXCEPT FOR DISPUTES THAT QUALIFY FOR AND ARE BROUGHT AS AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT AS DESCRIBED IN THE LAST SENTENCE OF THIS PARAGRAPH, Serial 1 AND CUSTOMER EACH WAIVE THEIR RIGHT TO PROCEED IN A COURT OR JUDICIAL FORUM, AND THEY EACH SPECIFICALLY WAIVE THEIR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION, PURSUANT TO THE FOLLOWING PROVISIONS. Serial 1 AND CUSTOMER AGREE TO ARBITRATE ANY AND ALL CLAIMS, CONTROVERSIES AND DISPUTES OF ANY KIND (COLLECTIVELY, “CLAIMS”) AGAINST EACH OTHER ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, INCLUDING BUT NOT LIMITED TO CLAIMS RELATING TO THE PRODUCTS OR ANY OTHER Serial 1 PRODUCTS OR SERVICES, OR Serial 1’S CHARGES OR ADVERTISING. FOR THE PURPOSES OF THIS DISPUTE RESOLUTION PROVISION, “CUSTOMER” ALSO INCLUDES ANY OF CUSTOMER’S AGENTS, BENEFICIARIES, TRANSFEREES OR ASSIGNS, OR ANYONE ACTING FOR OR ON BEHALF OF THE FOREGOING, AND “Serial 1” ALSO INCLUDES ANY OF ITS EMPLOYEES, AGENTS, AFFILIATES, PARENTS, SUBSIDIARIES, BENEFICIARIES, INSURERS, ASSIGNS, SERVICE PROVIDERS, DEALERS AND VENDORS. Serial 1 AND CUSTOMER AGREE THAT NO CLAIMS WILL BE PURSUED OR RESOLVED AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE OR COLLECTIVE ACTION OR PROCEEDING, THAT NO ARBITRATION FORUM WILL HAVE JURISDICTION TO DECIDE ANY CLAIMS ON A CLASS-WIDE, COLLECTIVE, OR CONSOLIDATED BASIS, AND THAT NO RULES OR OTHER PROCEDURES FOR CLASS-WIDE OR COLLECTIVE ARBITRATION WILL APPLY. This Dispute Resolution Provision is to be broadly interpreted and applies to all Claims based in contract, tort, statute, or any other legal theory, and all Claims that arose prior to or after termination of these Terms. However, Customer and Serial 1 (the “parties”) agree that either party may bring an individual action in a small claims court with valid jurisdiction, provided that the action remains in that court (other than any appeal of the small claims court ruling), the action is made on behalf of or against Customer only, and the action is not made part of a class action, private attorney general action or other representative or collective action.

(1) Procedure. A party must send a written Notice of Dispute (“Notice”) describing (a) the nature and basis of the Claim; and (b) the relief sought, to the other party. Each Notice sent to Customer should be sent to the Customer’s address provided by Customer in his/her most recent Product order, or to such other address as may have been provided by Customer to Serial 1. Each Notice sent to Serial 1 should be sent to:

Serial 1 Cycle Company, LLC

Attn: President

5300 South 108th Street

Suite 15 #251

Hales Corners, Wisconsin 53130

and a copy of each such Notice sent to Serial 1 should be sent to:

Bennett Tueller Johson & Deere

Attention: Reed Rawson

3165 E. Millrock Drive, Suite 500

Salt Lake City, UT 84121

If Serial 1 and Customer do not resolve the Claim within thirty (30) calendar days after the Notice is received, a party may commence an arbitration by filing a demand for arbitration with the JAMS arbitration forum pursuant to the JAMS Streamlined Arbitration Rules & Procedures and, if applicable, its accompanying JAMS Consumer Arbitration Minimum Standards (collectively, the “JAMS Rules”). Claims will be resolved pursuant to the JAMS Rules in effect at the time of the demand, as modified by these Terms (including without limitation this Dispute Resolution Provision), and heard by a single arbitrator. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Customer or by Serial 1 that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties, with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The JAMS Rules are available online at www.jamsadr.com. Except as required by law, neither a party nor an arbitrator may disclose the existence, content or results of any dispute or arbitration hereunder without the prior written consent of both parties.

(2) Arbitrator’s Authority: The arbitrator is bound by these Terms (including without limitation this Dispute Resolution Provision), the Federal Arbitration Act (“FAA”) and the JAMS Rules. The arbitrator has no authority to join or consolidate claims, or to adjudicate joined and consolidated claims. The arbitrator has exclusive authority to resolve any dispute relating to the scope, interpretation, applicability, enforceability or formation of these Terms, including whether they are void. The parties agree that the arbitrator’s decision and award will be final and binding and may be confirmed or challenged in any court with jurisdiction as permitted under the FAA. The arbitrator can award the same damages and relief as a court (subject to any limitations contained in these Terms, including but not limited to any limitations contained in the Limited Warranty incorporated by reference into these Terms), but only in favor of an individual party and for a party’s individual claim.

(3) Arbitration Costs: Customer will be responsible for his/her share of any arbitration fees (e.g., filing, administrative, etc.), but only up to the amount of filing fees Customer would incur if the Claim(s) were filed in court. Serial 1 will be responsible for all additional arbitration fees. Customer is responsible for all other costs/fees that he/she incurs in arbitration, for example, fees for attorneys, expert witnesses, etc. Customer will not be required to reimburse Serial 1 for any fees unless the arbitrator finds that the substance of Customer’s Claim(s) or the relief sought by Customer is frivolous. If the arbitrator makes such a finding, the JAMS Rules will govern the payment of all fees, and Serial 1 may seek reasonable attorney’s fees. Serial 1 will pay all fees and costs it is required by law to pay.

(4) Governing Law and Enforcement: Notwithstanding anything to the contrary in this Section 20, this Dispute Resolution Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the FAA, 9 U.S.C. §§ 1-16. This Dispute Resolution Provision was drafted in compliance with the laws in all states, however, if any portion of it is deemed to be invalid or unenforceable or is found not to apply to a Claim, the remainder of this Dispute Resolution Provision remains in full force and effect. Except, if the class-arbitration waiver provision is deemed unenforceable, any class action Claim(s) must proceed in a court of competent jurisdiction.

(5) Survival: This Dispute Resolution Provision shall survive any acceptance, rejection, cancellation, or purported cancellation of any Product order; any payment for or delivery or return of any Product; any termination or purported termination of these Terms by Customer and Serial 1; the making of any claim under the Limited Warranty incorporated by reference into these Terms; and the expiration of the Warranty Period under such Limited Warranty.

  1. EXCLUSION OF DAMAGES

TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT LIABILITY THEORY OR OTHERWISE, WILL Serial 1 BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PROPERTY DAMAGE OR ECONOMIC LOSSES. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

  1. Exclusivity

To the greatest extent allowed by applicable law, your and our rights, liabilities, responsibilities and remedies with respect to the Products shall be exclusively those expressly set forth in these Terms. To the greatest extent allowed by applicable law, the waivers, releases, limitations on liability and on remedies expressed in these Terms, including without limitation those in the Limited Warranty, shall apply even in the event of the default, negligence, breach of contract, breach of warranty or strict liability of the party released or whose liability is limited, and shall extend to that party’s directors, officers, agents and employees.

  1. Third Party Beneficiaries

You acknowledge and agree that any other entities controlling, controlled by or under common control with Serial 1 shall be third party beneficiaries to these Terms, and that such other entities shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or rights in favor of) them. Except as provided in the immediately preceding sentence, there are no third-party beneficiaries to the Terms, and these Terms are not intended to and shall not confer any right or benefit on any third party.

  1. Headings 

Headings in these Terms are for reference purposes only and do not limit the scope or extent of any provision.

  1. Failure to Act is Not a Waiver 

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or other breaches. You agree that if Serial 1 does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Serial 1 has the benefit of under any applicable law), this will not be taken to be a waiver of Serial 1’s rights or remedies, and that those rights or remedies will still be available to Serial 1.

  1. Severability

These Terms shall be severable in the event that any of the provisions hereof are held to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

  1. Entire Agreement 

These Terms, together with orders placed by you via the Website and accepted by us, constitute the entire and only agreement between Serial 1 and Customer, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, on the subject matter hereof.