Orb Pre-Order Terms and Conditions

Thank you for pre-ordering an Orb! You have now secured priority for your Orb.

These Orb Pre-Order Terms and Conditions (“Terms”) are entered into between Tools For Humanity Corporation, a Delaware corporation (“Tools For Humanity,” “we,” “us,” or “our”), and you, the individual or entity placing the reservation (“you” or “your”). By placing a pre-order and making a deposit, you accept and agree to these Terms and Conditions.

1. Effective Date and Deposit. Your pre-order becomes effective when you make a pre-order deposit payment (“Deposit”) of $100. The Deposit must be made in U.S. Dollars via Stripe at the time of pre-order. Each person or entity is limited to pre-ordering only one Orb.
2. Order Process. While this pre-order secures your approximate priority in receiving an Orb, it does not constitute an agreement to purchase or rent one. As production approaches, you will be invited to choose whether to proceed with either purchasing or renting the Orb by entering into a Community Operator Agreement or, depending on use, other terms and conditions (“Additional Terms”). Prior to shipment of the Orb, you will need to review and agree to the Community Operator Agreement or the Additional Terms. Your Deposit will be applied toward the final Purchase or Rental Price of the Orb, should you decide to complete the order.
3. Delivery. You understand and agree that the Orb is still under development and subject to changes in design, specifications, and features. As production nears, we will provide you with details regarding the purchase and rental price. You acknowledge that the estimated delivery date for the Orb is uncertain and subject to change. Tools For Humanity makes no guarantee regarding the exact delivery date of the Orb, and delays may occur due to production or other factors within or beyond our control. Tools For Humanity is not liable for any damages resulting from delays in delivery. The anticipated delivery date is uncertain but may be as early as Q2 2025.
   
   You acknowledge that the delivery of the Orb may be subject to delays due to customs clearance or regulatory requirements in your country. Tools For Humanity is not responsible for any delays arising from the time required for customs inspection, import duties, tariffs, or compliance with local regulatory authorities. These factors may be beyond our control, and we shall not be held liable for any damages or losses incurred due to such delays.
4. Cancellation.
   1. Before Payment in Full (for Purchase or Rental): You or we can cancel your pre-order at any time through your account, for any reason, up until full payment has been made for either the purchase or rental of the Orb. If the pre-order is canceled, you will receive a full refund of your Deposit.
   2. After Payment in Full (for Purchase or Rental): Once full payment has been made for either the purchase or rental of the Orb, your Deposit becomes non-refundable. At that time, your Deposit will be fully applied toward the purchase or rental price, and no further refunds will be issued.
5. Eligibility;. You represent and warrant that:
   1. You are at least 18 years old.
   2. You are not located in, ordinarily resident in, or a national of Cuba, Iran, North Korea, Russia, Sudan, Syria, or the Crimea, Luhansk, Donetsk, Kherson or Zaporizhzhia regions of Ukraine.
   3. You are not a sanctioned or blocked person as defined by U.S. law. The sanctioned and blocked persons list can be searched here: https://sanctionssearch.ofac.treas.gov/.
   4. You have not previously abused or attempted to perpetrate fraud against Worldcoin or Tools For Humanity.
   
   You acknowledge and agree that the location where you are based or the activities you plan to carry out with the Orb after signing the Community Operator Agreement or any Additional Terms may require you to obtain specific licenses, permits, or approvals in your jurisdiction. It is your sole responsibility to secure any such authorizations necessary for the operation or use of the Orb. In obtaining these approvals, you represent and warrant that you will comply with all applicable laws in your jurisdiction, including the U.S. Foreign Corrupt Practices Act and any equivalent local anti-bribery or anti-corruption laws in your country. You agree not to offer, promise, authorize, or provide any undue advantage or anything of value to any government official or other party to improperly influence any act or decision in connection with obtaining or maintaining these licenses or permits. Tools For Humanity will not be responsible for any failure on your part to secure the necessary approvals or for any delays or legal consequences arising from non-compliance with such laws.
6. Changes. Tools For Humanity reserves the right to modify the terms and conditions of these Terms at any time, provided that we notify you of any significant changes. Any changes to the terms of these Terms will not affect either Party’s right to cancel the pre-order with a full refund of your Deposit. Your pre-order is not transferable or assignable to another party without our prior written consent.
7. Limitation of Liability. To the maximum extent permitted by law, Tools For Humanity’s liability to you arising out of or relating to this Agreement, the Orb pre-order, or the Orb itself is limited to the amount of reimbursement of your Deposit, which shall be your sole and exclusive remedy. In no event will Tools For Humanity be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of use, lost profits, or loss of data, even if we have been advised of the possibility of such damages.
8. Disclaimers. To the maximum extent permitted by applicable law, Tools For Humanity disclaims all warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Orb will be provided "as is" and "as available," and we make no warranties or representations regarding the quality, functionality, availability, or delivery date of the Orb.
9. Governing Law; Integration. The terms of this Agreement are governed by, and to be interpreted according to, the laws of the State of California.
10. Severability. If any provision of this Agreement is found to be invalid or unenforceable by any arbiter or court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid, enforceable provision that comes closest to the original intent of the parties.
11. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including email or digital signature services) shall have the same effect as an original signature.
12. Agreement to Arbitrate. Please read this agreement carefully. You agree that any dispute between you and Tools For Humanity or its affiliates (collectively, "Tools For Humanity") arising out of or relating to this Agreement, the Orb pre-order, or any other aspect of your relationship with Tools For Humanity will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
    1. Dispute Resolution Process. If you have a concern or dispute, please send us an email at [email protected], describing your concern or dispute and how you would like it resolved. Please include your name, email, phone number, and pre-order number. If the dispute is not resolved within 60 days from the date of your email, the dispute will be decided by a single arbitrator in an arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures.
    2. Arbitration Proceedings. The arbitration will be conducted in San Francisco, California.
    3. No Class Actions. The arbitrator cannot consolidate claims involving others without consent from you, Tools For Humanity, and the others. The arbitrator cannot hear class or representative claims or requests for relief on behalf of others purchasing or renting Orbs. In other words, you can bring claims against Tools For Humanity only in your individual capacity and not as a plaintiff or class member in any class or representative action (and the same is true for Tools For Humanity).
    4. Severability. If a court or arbitrator decides that any part of this agreement to arbitrate cannot be enforced as to a particular claim or request for a remedy (such as injunctive relief), then that claim or remedy (and only that claim or remedy) will be carved out of the arbitration and can be filed in court; all other claims must be arbitrated.
    5. Opt-Out Procedure. If you do not want to agree to arbitration, you can "opt out" by sending us a letter within 30 days after placing your pre-order and first agreeing to these terms and conditions. Please send the letter to: Tools For Humanity Arbitration Opt-Out, 548 Market Street, PMB 49951, San Francisco, CA 94104-5401, and include your name, the fact that you pre-ordered an Orb, and a statement explaining your desire to opt out of arbitration.