TERMS AND CONDITIONS
Last updated February 24, 2020
These Pre-Order Terms and Conditions (the “Pre-Order Terms”) are an agreement between you and Interactive Strength, Inc., doing business as FORME Life (“FORME Life,” “we,” or “us”), and governs the placing of a pre-order for an in-home fitness studio (the “Forme”), including the receipt of a Pre-Order Fee from you. Please read all of the Pre-Order Terms carefully as they constitute a binding legal contract between You and Us and affects your legal rights and obligations.
Please be advised that these Pre-Order Terms contain provisions that govern how claims you and we have against each other are resolved (see “Disclaimer of Warranties; Limitation of Liability” and “Legal Disputes” provisions below). It also contains a mandatory Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration on an individual basis and not on a representative or class-wide basis. The Agreement to Arbitrate has an opt out provision that enables you to opt out of arbitration, and is described more fully below in the Legal Disputes section.
1. No Obligation
Each Pre-Order you submit for a Forme acts as a limited deposit for a future purchase of the Forme. You understand that development of Forme may not be complete, may be subject to further development, ongoing revision or additional work. By submitting a Pre-Order and paying a Pre-Order Fee, you are under no obligation to purchase a Forme from us, that we are under no obligation to supply you with a Forme, or to supply a Forme with any specific feature or product set of characteristics.
These Pre-Order Terms do not constitute an agreement for the sale of a Forme and do not lock-in pricing, a firm production slot, a firm delivery date, or a specific configuration of the Forme. To complete the purchase of a Forme, you will need to execute FORME Life’s Agreement to Purchase (“Sales Agreement”) which will include additional terms and conditions, including the final price sheet for the Forme and which will require additional payment, taxes, other government fees and charges.
You and we agree that FORME Life may decline to accept any Pre-Order, to determine the order in which pre-orders are placed in queue, for example to avoid over subscription, in our sole and exclusive discretion. We agree to provide you electronic or written notice if we decline your Pre-Order and we will promptly refund your Pre-Order deposit if we do so as is provided below.
2. Pre-Order Eligibility: Age and Residency; Entity Pre-Orders
Access to and use of the FORME, including submitting a Pre-Order, is available only to persons who are at least 18 years old who can form legally binding contracts under applicable law and is restricted to lawful residents of the United States, Canada, Mexico, the European Union or the United Kingdom. By accessing these Pre-Order Terms and in submitting a Pre-Order, you represent, warrant and agree that you are over the age of 18 and are a lawful resident of the countries listed in this Paragraph and have the capacity to enter into binding legal agreements. If you are pre-ordering a Forme on behalf of a company, organization or entity (an “Entity”) you agree that the Entity lawfully exists under the laws of one of the countries listed in this Paragraph and that you have all necessary authority and capacity to bind the Entity to these Terms.
3. Registration and Priority
When placing a Pre-Order for a Forme, you will be required to provide certain information, such as your address, billing and contact information (including email address and telephone number). You represent and warrant that all such information is accurate, and you alone shall ensure that such information is kept current with FORME Life. You agree that we do not have any responsibility or liability to update or keep accurate information that you provide to use, and while we may take steps to verify the accuracy of such information, we are not legally or contractually required to do so. You may update your information at any time prior to your Forme being shipped by sending an email to email@example.com, by contacting Customer Service or taking advantage of any tools that we may make available to you.
FORME Life will generally maintain Pre-Orders in the sequence in which we receive valid and complete Pre-Orders from interested individuals and Entities. You agree, however, that in our sole and exclusive discretion, we may build or ship Forme products in any particular order and that if you cancel your Pre-Order in accordance with these Terms, your position will generally be taken by the next person on the pre-order list. You also understand and agree that notwithstanding any list or order maintained by us, we may need to build, use or ship Forme products for a variety of purposes, such as in-house or third party testing, evaluation, display and that we may make limited sales directly available to the public before we begin fulfilling orders represented by a Pre-Order.
To submit a qualified Pre-Order, you will be charged a fee of US $149 (the “Pre-Order Fee”). Placing a Pre-Order with us constitutes your express agreement to be charged the Pre-Order Fee using a required payment method, and constitutes your agreement to abide by the terms of any payment processor that we use. Your payment will be held by FORME Life in a separate account designated solely for Pre-Orders and that the Pre-Order Fee will be applied to the full cost of a Forme when you execute the Sales Agreement. You agree that you will not be entitled to any interest that may accrue as a result of our receipt of your Pre-Order Fee.
5. No Guarantee of Shipping Date
You agree that your pre-order of a Forme is for a product to be produced in the future and that the actual date for shipping for any accepted Pre-Order will depend on a variety of factors, including the date of payment on your Pre-Order, our manufacturing schedule, and the execution of the Sales Agreement. There is no guarantee as to the shipping date based on your Pre-Order. We will reasonably provide you with periodic updates on the manufacturing, production and shipping schedule as information warrants.
6. Cancellation / Refund
You may cancel your Pre-Order and receive a full refund of the Pre-Order Fee at any time before you sign a Sales agreement by sending an email to firstname.lastname@example.org from the address you used to make the Pre-Order or otherwise making use of tools that we may provide to you. You will receive your refund within approximately ten (10) business days.
7. Configuration of the Forme and Product Specifications
You understand that we may not have completed the development of the Forme or begun manufacturing the Forme at the time of your Pre-Order. You further understand that the Forme’s capabilities and other available features at the starting price have not yet been determined. By agreeing to these Terms, you represent and warrant to us that you understand that the Forme configuration may change prior to execution of the Final Sales Agreement. FORME Life promotional items, if any, received at the time of your Pre-Order are yours to keep even after cancellation.
9. Force Majeure
FORME Life shall not be liable for any failure of or delay in the performance of these Pre-Order Terms or relating to your Pre-Order, including a failure to perform, for the period that such failure or delay is caused by factors beyond its reasonable control, including but not limited to Acts of God, terrorism, war, political insurance, strikes or labor disputes, embargoes, riot, civil unrest, act of civil or military authority, uprising, quarantine, unavailability of materials, strike, earthquake, flood or any other natural or man-made eventuality outside of our control.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE AND UNDERSTAND THAT FORME LIFE ENTITIES WILL NOT BE LIABLE FOR: ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, TREBLE OR OTHER MULTIPLES OF DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH THESE PRE-ORDER TERMS OR YOUR PRE-ORDER. FORME LIFE ENTITIES ARE NOT RESPONSIBLE FOR ANY LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE, INCLUDING ANY ALLEGED LOSS OR DIMINUTION IN VALUE OF PERSONAL INFORMATION, OR ANY OTHER LOSSES (COLLECTIVELY, “LOSSES”) ARISING FROM OR IN CONNECTION WITH THESE PRE-ORDER TERMS OR YOUR USE OF OR ACCESS TO THE PRE-ORDER, INCLUDING, BUT NOT LIMITED TO, LOSSES RESULTING FROM OR IN CONNECTION WITH: THE DELETION OF, ALTERATION OF, MIS-DELIVERY OF, OR FAILURE TO STORE DATA MAINTAINED OR TRANSMITTED BY YOU; THE LIMITING, SUSPENSION OR TERMINATION OF YOUR ACCOUNT; THE LINKS PROVIDED BY US OR TO/FROM THIRD PARTIES TO EXTERNAL SITES OR RESOURCES; THE WRONGFUL OR UNLAWFUL ACTIONS OF THIRD PARTIES, OR AN ACT OF GOD. THE LIMITATIONS AND EXCLUSIONS IN THESE TERMS WILL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY LOSSES ARISING.
TO THE FULLEST EXTENT PERMITTED BY LAW FORME LIFE ENTITIES ARE NOT LIABLE IN CONNECTION WITH ANY DISPUTES THAT ARISE OUT OF OR RELATE TO THESE PRE-ORDER TERMS FOR ANY AMOUNT GREATER THAN THE AMOUNT YOU PAID TO US.
11. Disclaimers of Warranties
You agree that you are making use of our Pre-Order service at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the fullest extent permitted by law, all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement are hereby disclaimed.
12. Legal Disputes
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED.
You and we agree that any claim or dispute at law or equity that has arisen, or may arise, between you and us that relates in any way to or arises out of these Pre-Order Terms or your Pre-Order, the actions of FORME Life or its agents will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
- Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of California, without regard to principles of conflict of laws, will govern these Pre-Order Terms and any claim or dispute that has arisen or may arise between you and us except as otherwise stated herein.
- Agreement to Arbitrate
You and FORME Life Entities each agree that any and all disputes or claims that have arisen, or may arise, between you and us that relate in any way to or arise out of these Pre-Order Terms or your Pre-Order shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
- Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING TO THE FULLEST EXTENT PERMITTED BY LAW. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and FORME Life’s right to appeal the court’s decision. All other claims will be arbitrated.
- Arbitration Procedures
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual but only is empowered to award damages consistent with the agreements in these Pre-Order Terms. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the Prohibition of Class and Representative Actions and Non-Individualized Relief.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. You and we each agree that any arbitration shall be conducted by a single arbitrator and that streamlined rules of procedure shall apply. A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”). The Notice to FORME Life should be sent to: INTERACTIVE STRENGTH INC., 3764 GLENDON AVE, LOS ANGELES, CALIFORNIA 90034, UNITED STATES. We will send any Notice to you to the physical address we have on file associated with your Pre-Order. The Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
If you and FORME Life are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, either party may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party.
The arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $2,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or we may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same parties to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $2,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees should be submitted by mail to the AAA along with your Demand for Arbitration and we will make arrangements to pay all necessary fees directly to the AAA. If (a) you willfully fail to comply with the Notice of Dispute requirement discussed above, or (b) in the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf that you otherwise would be obligated to pay under the AAA’s rules.
With the exception of any of the provisions above relating to Prohibition of Class and Representative Actions and Non-Individualized Relief, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
- Opt-Out Procedure
YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE PRE-ORDER TERMS FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO INTERACTIVE STRENGTH INC., 3764 GLENDON AVE, LOS ANGELES, CALIFORNIA 90034, UNITED STATES. You must complete and mail that to us in order to opt out of the Agreement to Arbitrate. You must complete the Opt-Out Notice form by providing your name, address (including street address, city, state and zip code), email address(es) and telephone numbers associated with your Pre-Order and any ID number provided by us to you. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
- This Agreement constitutes the entire agreement between the parties with respect to the subject matter, and we and you acknowledge that neither has relied on any promise, representation, or warranty, express or implied, that is not contained in these Pre-Order Terms.
- FORME Life reserves the right its sole discretion to modify, change, or amend these Pre-Order Terms at any time.
- Except as otherwise provided herein, if any provision of these Pre-Order Terms is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
- In our sole discretion, we may assign this agreement, and in such event, we will notify you. You may not assign this agreement without our prior written consent.
- Headings are for reference purposes only and do not limit the scope or extent of such Section.
- 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 similar breaches. We do not guarantee we will take action against all breaches of these Pre-Order Terms.
- If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to these Pre-Order Terms.
- No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this agreement.
- The following Sections survive any termination of these Pre-Order Terms: Limitation of Liability; Disclaimer of Warranties, Legal Disputes, and General.
- If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- You may contact FORME Life at: email@example.com.