RENTAL AGREEMENT

(last updated April 4, 2024)

This Rental Agreement (this “Rental Agreement”) constitutes a binding agreement between you and RePurpose, LLC dba Everland (“Everland”, “we”, “us” or similar terms) with respect to your rental from Everland of certain Rental Products (as defined below) using Everland’s online product rental service operated through Everland’s website, with a homepage at https://www.shopeverland.com/, its subdomains, and such mobile applications and websites as Everland may designate from time to time (the “Site”), which service allows customers to rent baby products on a flexible, month-to-month (or longer fixed period) basis (the “Service”). Our rental to you of the Rental Products, and your rights to access and use the same, is offered subject to your acceptance of all terms and conditions set forth in this Rental Agreement.

PLEASE READ THIS RENTAL AGREEMENT CAREFULLY. BY CLICKING “I ACCEPT”, BY PLACING AN ORDER FOR RENTAL OF ANY RENTAL PRODUCTS, OR BY ACCEPTING ANY RENTAL PRODUCTS, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS RENTAL AGREEMENT AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE EVERLAND TERMS OF USE AND PRIVACY POLICY; AND (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE). IF YOU DO NOT AGREE TO THIS RENTAL AGREEMENT, YOU MAY NOT RENT, ORDER FOR RENTAL, OR ACCEPT, ANY RENTAL PRODUCTS FROM EVERLAND.

THIS RENTAL AGREEMENT REQUIRES THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 13 (“DISPUTE RESOLUTION”) BELOW.

EVERLAND MAY REFUSE TO RENT OR OTHERWISE TERMINATE YOUR RENTAL OF ANY RENTAL PRODUCTS FOR YOUR NONCOMPLIANCE WITH ANY PART OF THIS RENTAL AGREEMENT. THIS RENTAL AGREEMENT IS VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE OR RENT ANY RENTAL PRODUCTS HEREUNDER ARE REVOKED IN SUCH JURISDICTIONS.

1. Modifications to the Rental Agreement. Everland reserves the right to modify or change this Rental Agreement and its terms, as well as the fees and other amounts charged for any rentals made available hereunder, at any time and in its sole discretion. Any modifications or changes will be effective immediately upon posting at the Site, unless otherwise specified in the updated Rental Agreement. You waive any right you may have to receive specific notice of any modifications or changes. Your continued use of the Service, including the continued use of any Rental Products made available to you hereunder, in any manner, confirms your acceptance of this Rental Agreement and any changes or modifications made to the Rental Agreement. IF YOU DO NOT AGREE TO ANY CHANGES OR MODIFICATIONS MADE TO THE RENTAL AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE AND RETURN TO EVERLAND ALL RENTAL PRODUCTS. You should review this Rental Agreement and the other terms, conditions, policies and documents that may be incorporated herein by reference frequently and ensure you understand all terms, conditions, and policies applicable to any rental of Rental Products by you hereunder.

2. Rentals.

(a) User Accounts. In order to access and use the Service, you may be required to establish an Everland user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and you must immediately notify Everland of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, or other credentials. You will cooperate fully with Everland and take all actions that Everland reasonably deems necessary to maintain or enhance the security of the Service or Everland’s computing systems and networks. Everland is not and shall not be deemed liable for any loss or damage to you arising from your failure to comply with this Section.

(b) Placing Orders. Subject to and conditioned upon your compliance with the terms of this Rental Agreement, you may request to rent from Everland certain baby products (“Rental Products”) by submitting an order through the Service (which you can also do in Everland’s physical store located at 529 S 4^th St, Philadelphia, PA 19147 (the “Everland Store”)). You agree that any order so submitted is an offer to rent, under the terms of this Rental Agreement, the identified Rental Products. All orders must be accepted by Everland before Everland will be obligated to rent the Rental Products to you. Everland may choose not to accept orders at its sole and absolute discretion, even after Everland has sent you a confirmation email with your order number and the details of the Rental Products you have ordered for rental. When you place an order for Rental Products, you authorize Everland to access your User Account in order to reflect the order and allow the order to be viewable through your User Account.

(c) Rental Term. In the event that Everland accepts an order submitted by you, Everland will rent to you those Rental Products identified in the accepted order. The rental period with respect to a specific Rental Product shall commence on the date that you place the order and sign this Rental Agreement, and, unless sooner terminated as set forth herein, will continue until the earlier to occur of (i) your return of the Rental Product in accordance with the procedures set forth in Section 5(b) hereof, and (ii) termination of your rental pursuant to Section 5(e) or Section 6 hereof (the “Rental Term”). Rental Products are rented on a subscription basis.

(d) Subscriptions. When you rent Rental Products on a subscription basis (typically bundles of clothes, books, toys or similar items, which we call “Bundles”), the subscription fee (“Subscription Fee”) will be the then-current applicable subscription rate (including all applicable taxes and fees) listed for such Rental Products on the date that you first rent such Rental Products; provided that, if your initial subscription is based on a promotional rate, you will be charged that promotional rate for the duration of the promotion, and, after the expiration of the applicable promotion, you will be charged the applicable subscription rate on a recurring basis thereafter. You will be billed the Subscription Fee in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of subscription you select when you rent Rental Products on a subscription basis. At the end of each period, you must return the Bundle, and your subscription will automatically renew for a new Bundle under the same conditions unless you or Everland cancel the subscription. You may cancel your subscription renewal either through your User Account settings page or by contacting Everland. You will not receive a refund for the Subscription Fee you have already paid for your current subscription period, and you will be able to keep the Rental Products until the end of your current subscription period. You must provide Everland with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. Everland, in its sole discretion and at any time, may modify the Subscription Fee. Any Subscription Fee change will become effective at the end of the then-current subscription period. Except when required by law, paid Subscription Fees are non-refundable.

3. Rental Products.

(a) Rental Products. You acknowledge and agree that Rental Products made available to you for rent hereunder are likely to have been previously used, and you shall have no right to refuse any Rental Products solely on the basis that the Rental Products have been previously used. All Rental Products are cleaned in accordance with Everland’s standard procedures prior to us renting them to you. You agree and acknowledge that Rental Products may appear different in color and style than new versions of the same products and the photos of the products displayed on the Site.

(b) Title to Rental Products. Subject to Section 6 hereof, Everland shall have and retain title to all Rental Products throughout the Rental Term, and you will not acquire any ownership, title, right, equity or interest in the Rental Products, other than the limited rental rights contemplated hereby. You understand and acknowledge that this transaction is a rental and not a conditional sale or financing agreement. You may not grant a security interest of any kind in the Rental Products, and you agree to keep the Rental Products free and clear from all levies, attachments, liens, and encumbrances of any kind. In the event that any person other than Everland attempts to create or assert an interest in the Rental Property, you must immediately notify Everland and take all such action as Everland may require.

(c) Assembly. Some Rental Products may require minor assembly following your pickup. You are solely responsible for such assembly and you hereby release Everland from any responsibility or liability with respect to the same. You agree to consult and strictly follow all Manufacturer Instructions (as defined below) relating to assembly of Rental Products. Should you have any questions with respect to the proper assembly of Rental Products, please contact the manufacturer of the applicable Rental Product.

(d) Installation. Some Rental Products may require minor installation prior to use. You acknowledge that Everland is not licensed for, and does not provide, in-home delivery or installation services. Accordingly, you are solely responsible for any such installation. You hereby release Everland from any responsibility or liability with respect to the installation of Rental Products. You agree to consult and strictly follow all Manufacturer Instructions relating to the installation of any Rental Products. Should you have any questions with respect to the proper installation of Rental Products, please contact the manufacturer of the applicable Rental Product.

(e) Rental Product Defects. Everland carefully inspects all Rental Products prior to rental, but Everland is not an expert on product design or safety. Therefore, you acknowledge and agree that some manufacturer or other defects may not be detectable prior to your rental, and may be outside of the reasonable detection by or control of Everland. In the event that any Rental Products rented to you hereunder are found to be defective during the Rental Term, please cease use of the applicable Rental Product immediately and contact Everland. Where such defect is not caused by the misuse of the Rental Product or any violation by you of this Rental Agreement, Everland agrees to promptly repair or replace the defective Rental Product with the same or similar product. All determinations as to the cause of defects and whether any Rental Product is eligible for repair or replacement under this Section 3(e) shall be made by Everland in its sole discretion.

(f) Exchange of Rental Products. The Service is designed to provide users with short-term rental access to a variety of baby products, which allows users the ability to assess Rental Products for fit and functionality without long-term commitment and for limited expense. Accordingly, if you are dissatisfied with any Rental Product or otherwise determine that a Rental Product does not meet your needs, you may cancel your rental and submit an order for a different Rental Product in accordance with the terms and conditions of this Rental Agreement. Except as set forth in Section 3(e) hereof, your sole remedy for your dissatisfaction with any Rental Product is to cancel the rental of the applicable Rental Product in accordance with the terms hereof. As more specifically set forth herein, ALL RENTAL FEES AND OTHER CHARGES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE. EVERLAND DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO ANY RENTAL FEES OR OTHER CHARGES, INCLUDING FOR ANY PARTIAL PERIODS OCCURRING IN THE RENTAL TERM.

(h) Recalls. Everland reserves the right to exchange for a similar or equivalent product any Rental Product that is or becomes subject to any product recall or potential consumer safety issue. You agree to immediately cease all use of any Rental Product upon notice from Everland of any recall or safety issue, and to cooperate fully with Everland in completing an exchange of any such Rental Product. Everland has no obligation to monitor recalls that may be applicable to Rental Products, But if Everland does become aware of a recall applicable to your Rental Products during your Rental Term, Everland will notify you.

4. Use Restrictions and Obligations.

(a) Appropriate Use. As between you and Everland, you are solely and exclusively responsible for any and all use of the Rental Products during the Rental Term, whether by you or by any third party (whether authorized by you or otherwise). You shall (and shall ensure that all other persons accessing or using the Rental Products during the Rental Term) use the Rental Products: (i) in a careful, safe, and proper manner, consistent with the purpose intended; (ii) with appropriate adult supervision; (iii) in compliance with all applicable laws, rules, and regulations; and (iv) in compliance with all manufacturer manuals, instructions, and warnings included with the Rental Products or otherwise provided or available to you (“Manufacturer Instructions”). Please review and ensure you are familiar with and understand all Manufacturer Instructions. Without limiting any of your obligations hereunder, you understand and acknowledge that you are solely responsible for ensuring that all Rental Products are used, cleaned, operated, and maintained during the Rental Term in strict accordance with all Manufacturer Instructions. Please do not permit smoking near any Rental Products.

(b) Restrictions. You shall not, and shall not permit any other person to: (i) alter, disassemble, or attempt to repair or change the Rental Products in any manner; (ii) use the Rental Products for any purpose other than the intended functionality; (iii) add any modification to any Rental Products, other than approved accessories and components for the particular year, make, and model of the Rental Product; (iv) remove any labeling, warnings, or proprietary notices from the Rental Products; (v) sell, transfer, encumber, or use or permit the use of the Rental Products for any commercial purposes, including, without limitation, by subletting the Rental Products; or (vi) use the Rental Products in any manner that violates, or is likely to violate, any applicable law, rule, or regulation, or Manufacturer Instructions.

(c) Settings and Adjustments. As between you and Everland, you are solely and exclusively responsible for the selection of any settings offered by the Rental Products and for making any proper adjustments to the Rental Products that may be required to match a child’s height, weight, or preferences. Please consult the Manufacturer Instructions prior to making any such adjustments or selecting any Rental Product settings. Without limiting the assumption of risk and waivers set forth in Section 10, you knowingly and voluntarily waive any claim you may have against Everland with respect to the adjustment of Rental Products or the selection of appropriate settings.

(d) Service Area Limitations. Rental Products are rented for use exclusively in the metropolitan Philadelphia, Pennsylvania are (the “Service Area”). Except with respect to limited, short-term travel, YOU MAY NOT REMOVE RENTAL PRODUCTS FROM THE SERVICE AREA WITHOUT EVERLAND’S ADVANCE WRITTEN CONSENT. If you plan to relocate to outside of the Service Area, please promptly notify Everland. Everland reserves the right to terminate any rental and retake possession of any Rental Products in response to any removal of Rental Products from, or your planned relocation to outside of, the Service Area. You agree to promptly comply with any and all Rental Product return instructions Everland may provide to you with respect to any Rental Products, whether such Rental Products are then located inside the Service Area or otherwise.

5. Pick-up and Return.

(a) Pick-up. Rental Products rented by you hereunder must be picked-up by you at the Everland Store during Everland’s normal business hours, or at such time that may be specified in your order confirmation from Everland. To ensure the security of the Rental Products, you may be required to present to Everland’s personnel current State-Issued photo I.D. that matches the name on the order.

(b) Return. Upon completion of the Rental Term, and except in the case of a Buy-out Purchase (as defined below), you must return all applicable Rental Products to the Everland Store during Everland’s normal business hours, or by following such other return procedures as Everland may designate from time to time. Rental Products will not be considered returned until such Rental Products are in the possession and control of Everland or its personnel, and you will remain liable for any rental fees or other amounts accruing prior to your return of the Rental Products.

(c) Everland Store Hours. The business hours of the Everland Store are available on the Site, and may change from time to time.

(d) Condition of Rental Products on Return. Prior to every rental, Everland will note the condition of the Rental Products. You agree to take reasonable care of all Rental Products during the Rental Term, including promptly washing clothing to remove stains in accordance with the Manufacturers Instructions as applicable, and otherwise reasonably caring for all Rental Products. Upon return, Everland will again assess the condition of the Rental Products. Normal wear and tear is expected. You will be charged for any more significant damage or loss of any Rental Product or portion thereof. The amount of any such charge for loss or damage will be determined in Everland’s sole discretion. If the item is repairable, Everland may charge you for the cost of the repair. If the item is lost or damaged beyond repair, you will be charged the full replacement value. You hereby authorize Everland to charge your Payment Method for any charges assessed to you by Everland pursuant to this Section. With respect to any Rental Products damaged, lost, or otherwise not returned as required hereunder, the Rental Term for such Rental Products shall be deemed to terminate upon receipt by Everland of full payment of any charges assessed to you pursuant to this Section.

6. Purchase of Rental Products.

(a) Early Buy-out. Everland may give you the option to purchase from Everland, during the Rental Term and at the then-current Buy-out Price, certain Rental Products then rented by you (a “Buy-out Purchase”). For purposes of this Section, the “Buy-out Price” shall equal the resale value of the Rental Product as of the beginning of the Rental Term, as determined by Everland. Please contact Everland if you wish to make any Buy-out Purchase. Where and if available, you may also make a Buy-out Purchase through the Rental Product purchase function accessible through your User Account. Any Buy-out Purchase will be effective upon the receipt by Everland of (x) the full amount of the Buy-out Price, and (y) signed copies of any releases, acknowledgments, or other documentation as Everland may require with respect to the Buy-out Purchase. Please also note that Buy-out Purchases may not be available with respect to all Rental Products.

(b) Terms of Purchase. All Buy-out Purchases are made on an “as-is” basis, and are final and non-refundable. You agree and acknowledge that Everland shall not have, and you fully release Everland from, any and all liability for any defects in Rental Products subject to any Buy-out Purchase, whether such defects are latent or otherwise. You agree and acknowledge that your rental of the Rental Products and your obligations with respect thereto (including, without limitation, your obligation to pay rental fees and other amounts) shall remain in full force until the effective date of any applicable Buy-out Purchase. Notwithstanding anything herein to the contrary, upon the effective date of any Buy-out Purchase, your rental of the applicable Rental Product shall terminate and, except with respect to any terms specified as surviving, this Rental Agreement shall terminate with respect to the applicable Rental Product.

7. Term and Termination. This Rental Agreement shall remain in full force and effect while you use the Service. Everland may terminate or restrict your access to any or all of the Service (including your ability to rent Rental Products) or your User Account, for any reason, and without warning, and Everland reserves the right to discontinue or modify any aspect of the Service (including the offered Rental Products) at any time. Any termination of this Rental Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of this Rental Agreement, you will remain liable for any accrued charges and amounts which become due for payment before or after termination and, except as otherwise expressly set forth in Section 6, will immediately return to Everland any Rental Products. All terms of this Rental Agreement that are intended to survive the expiration or earlier termination of this Rental Agreement shall so survive.

8. Rental Fees and Other Charges.

(a) Payment Method. In order to rent, submit an order to rent, or effectuate a Buy-out Purchase of any Rental Products, you must have a current valid credit card or other payment method acceptable to Everland (“Payment Method”). By providing a Payment Method to Everland, you are expressly authorizing Everland to charge such Payment Method for the rental fees and other amounts applicable to your rental of Rental Products, at the applicable frequency and at the then-current rate, and to charge you the Buy-out Price for any Buy-out Purchase requested by you. Everland will bill all applicable rental fees and other fees and amounts in advance and to the Payment Method you listed in your User Account, or to a different Payment Method if you provide us with a different Payment Method in connection with the applicable purchase.

(b) Rental and Other Fees. As consideration for Everland’s rental of the Rental Products to you, but except as otherwise set forth in Section 8(b) hereof, you will pay to Everland all rental fees and other charges and amounts set forth herein. The rental fees and any other charges applicable to your rental of Rental Products shall be as posted on the Site as of the payment due date. Except as otherwise set forth herein or on the Site, all rental fees and other one-time or recurring charges will be charged in advance to your Payment Method. All rental fees and other charges payable for the initial Rental Term shall be charged to your Payment Method upon your submission of the applicable order. ALL RENTAL FEES AND OTHER CHARGES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE, AND EVERLAND DOES NOT AND WILL NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO ANY RENTAL OF RENTAL PRODUCTS, INCLUDING FOR ANY PARTIALLY-USED PERIODS WITHIN THE RENTAL TERM.

(c) Rental Renewals. Your rental of any Rental Product will automatically renew on a periodic basis (with such period equal to the initial rental period) until the first to occur of one of the following (each, a “Cancellation Event”): (i) any cancellation of the rental by you in accordance with the procedures of Section 8(e); (ii) any termination of the rental by us; or (iii) the effective date of a Buy-out Purchase with respect to the applicable Rental Product. Everland will send you a reminder to return your Rental Products prior to the expiration of your rental period. YOUR RENTAL OF ANY RENTAL PRODUCT MUST BE TERMINATED THROUGH OCCURRENCE OF A CANCELLATION EVENT PRIOR TO THE COMMENCEMENT OF THE FOLLOWING RENTAL PERIOD IN ORDER TO AVOID THE BILLING OF RENTAL FEES AND APPLICABLE CHARGES FOR SUCH RENTAL PERIOD TO YOUR PAYMENT METHOD.

(d) Fee Abatement. If, at any time during the Rental Term, the sum of all rental fees paid by you to Everland during the current Rental Term with respect to the applicable Rental Product (but expressly excluding any restocking fees, insurance fees, taxes, penalties, or other amounts) exceed the Buy-Out Price for such Rental Product, Everland agrees to suspend your obligation to pay rental fees with respect to the applicable Rental Product for the remainder of the Rental Term, which Rental Term shall, unless earlier terminated as provided herein, continue until your return of the Rental Product in accordance with the procedures set forth in Section 5(b) hereof. For the avoidance of doubt, any such suspension of fees shall not impact or negate any other of your obligations under this Rental Agreement or the Everland Terms of Use, including, without limitation, your obligations to pay any fees and to return the applicable Rental Product upon termination of the Rental Term.

(e) Rental Cancellation. You may cancel your rental of any Rental Product any time; provided, however, that no rental cancellation will become effective (and you will continue to be charged rental fees and other applicable charges until) the applicable Rental Product is returned to Everland in accordance with the procedures of Section 5(b) hereof, or where the applicable Rental Products are damaged, lost, stolen, or otherwise are not returned by you, upon payment of all charges assessed to you under Section 5(e). EVERLAND DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO ANY RENTAL FEES OR OTHER ASSOCIATED COSTS, INCLUDING FOR ANY PARTIAL PERIODS OCCURRING IN THE RENTAL TERM.

(f) Taxes. The fees specified in this Rental Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, sales and use tax) (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Everland’s net income.

(g) Promotions. Everland may from time to time offer promotions on the Site or with respect to the Service that may affect rental pricing and that are governed by terms and conditions separate from those set forth or incorporated in this Rental Agreement. If there is a conflict between the terms for a promotion and this Rental Agreement, the promotion terms will govern. Please note that certain Rental Products may be excluded from promotions or other discounts. Please review all promotion terms carefully.

9. Privacy. You acknowledge and agree that all information collected by Everland is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

10. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL RENTAL PRODUCTS RENTED TO YOU OR OTHERWISE MADE AVAILABLE HEREUNDER ARE PROVIDED “AS IS” AND EVERLAND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EVERLAND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EVERLAND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, SUITABILITY, QUALITY OR SAFETY OF THE RENTAL PRODUCTS, OR ANY OUTCOMES THAT YOU MAY OBTAIN BY USING THE SAME. EVERLAND MAKES NO WARRANTY OF ANY KIND THAT THE RENTAL PRODUCTS WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS OR EXPECTATIONS, BE AVAILABLE WITHOUT INTERRUPTION OR DELAY, ACHIEVE ANY INTENDED RESULT, BE FREE OF DEFECTS OR ERRORS, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. ANY USE OF THE RENTAL PRODUCTS BY YOU, DIRECTLY OR INDIRECTLY (INCLUDING BY ANY MINOR OR OTHER INDIVIDUAL ACCESSING THE RENTAL PRODUCTS RENTED BY YOU), IS AT YOUR SOLE RISK.

AS BETWEEN YOU AND EVERLAND, YOU ARE SOLELY RESPONSIBLE FOR ASSESSING THE SUITABILITY OF ALL RENTAL PRODUCTS, AND YOU ASSUME ALL RISKS IN CONNECTION WITH THE SAME. WHERE ANY RENTAL PRODUCTS REQUIRE INSTALLATION OR ASSEMBLY, YOU INSTALL AND/OR ASSEMBLE SUCH RENTAL PRODUCTS AT YOUR OWN DISCRETION AND RISK. CERTAIN RENTAL PRODUCTS MAY PERMIT YOU TO CHOOSE SETTINGS, AND THE SETTING YOU CHOOSE MAY CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OF THE RENTAL PRODUCTS. YOU ARE SOLELY RESPONSIBLE FOR, AND EVERLAND HEREBY DISCLAIMS, ANY AND ALL LIABILITY, LOSSES, AND OTHER DAMAGES RESULTING FROM YOUR INSTALLATION, ASSEMBLY, OR USE OF THE RENTAL PRODUCTS, INCLUDING, WITHOUT LIMITATION, RESULTING FROM THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR RENTAL PRODUCTS.

YOU ARE SOLELY RESPONSIBLE FOR OPERATING, STORING, MAINTAINING, AND OTHERWISE USING THE RENTAL PRODUCTS MADE AVAILABLE TO YOU HEREUNDER IN FULL COMPLIANCE WITH ALL MANUFACTURER INSTRUCTIONS AND WARNINGS AND ALL DIRECTIONS PROVIDED TO YOU BY EVERLAND, IF ANY.

11. Indemnity. You agree to defend, indemnify and hold harmless Everland, its affiliates, agents, representatives and service providers, and its and their respective officers, directors, employees, contractors, agents, representatives, suppliers, successors and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorney’s fees) arising out of or relating to (i) your violation of this Rental Agreement, including, but not limited to, any access to or use of the Rental Products in any manner not expressly authorized hereunder, (ii) your violation of any applicable laws, rules, regulations, or Manufacturer Instructions, (iii) your installation or assembly of any Rental Products, and (iv) your failure to comply with any instructions provided to you by Everland with respect to the Rental Products, including, but not limited to, any instructions to cease use of Rental Products in the event of any defect, recall, or other safety issue.

12. Limitation of Liability. IN NO EVENT WILL EVERLAND BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES BASED ON LOST PROFITS, BUSINESS, OR DATA, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, UNDER OR IN RELATION TO THIS RENTAL AGREEMENT OR IN CONNECTION WITH THE RENTAL PRODUCTS OR ANY RESULTS FROM YOUR USE THEREOF, EVEN IF EVERLAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL EVERLAND’S CUMULATIVE LIABILITY UNDER OR IN RELATION TO THIS RENTAL AGREEMENT AND/OR ANY RENTAL PRODUCTS OR ANCILLARY SERVICES PROVIDED OR MADE AVAILABLE TO YOU UNDER OR PURSUANT TO THIS RENTAL AGREEMENT EXCEED THE SUM OF ALL RENTAL FEES PAID BY YOU TO EVERLAND WITH RESPECT TO THE RENTAL PRODUCTS RENTED TO YOU UNDER THIS RENTAL AGREEMENT. THE FOREGOING LIMITATIONS ON LIABILITY SHALL NOT REPLACE OR MODIFY THE LIMITATIONS OF LIABILITY SET FORTH IN THE EVERLAND TERMS OF USE, OR OTHERWISE OPERATE TO EXPAND EVERLAND’S LIABILITY THEREUNDER OF HEREUNDER.

The limitations and exclusions in this Section 12 will apply regardless of the theory of liability, including without limitation liability for breach of contract, breach of any express or implied representation or warranty, strict product liability, negligence or any other tort, subrogation, or indemnification or contribution. Notwithstanding the foregoing, applicable law in some jurisdictions may not allow the limitation or exclusion of certain damages or liability, such as damages or liability arising from our willful misconduct, and the limitations and exclusions in this Section will not apply to damages or liability to the extent that such damages or liabilities cannot be excluded or limited under applicable law. However, to the extent that in a particular circumstance any exclusion or limitation of damages or liability set forth in this Rental Agreement is prohibited by applicable law or held to be unenforceable, then the limitations on damages and liability in this Rental Agreement will apply to the maximum extent permitted by applicable law in that particular circumstance.

13. Dispute Resolution.

Please read this Section carefully. It impacts the rights that you may otherwise have. It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions. This “Dispute Resolution” section survives any expiration or earlier termination of this Rental Agreement.

Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Everland agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or any transaction conducted thereon, the Service, any Rental Products made available to you in connection with this Rental Agreement, or the breach, enforcement, interpretation, or validity of this Rental Agreement (each, a “Claim”), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.

For purposes of this Section, notices must be sent as follows:

• If to Everland: to 529 S 4^th St. Philadelphia, PA 19147, with a copy emailed to info@shopeverland.com
• If to you: your last-used billing address or the billing address listed in your User Account

Arbitration. To the extent you and we cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under this Rental Agreement and with respect to any Claim. You and Everland each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.

To begin an arbitration proceeding, you must send a written request to Everland. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Everland. In the event that AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Everland each agree that this Rental Agreement evidences a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce this Rental Agreement as a court would. Any arbitration shall be confidential, and neither you nor Everland may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

In lieu of arbitration, and notwithstanding anything in this section to the contrary, either you or Everland may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit you or Everland from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of this Rental Agreement.

Class Action and Jury Waiver. You and Everland each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and Everland that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.

14. Miscellaneous.

(a) Assignment. You may not assign or transfer this Rental Agreement or any rights or obligations hereunder to any other person without Everland’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. This Rental Agreement is freely assignable by Everland. This Rental Agreement shall be binding on the parties and their successors and permitted assigns. A person who is not a party to this Rental Agreement has no right to benefit under or to enforce any term of this Rental Agreement.

(b) Governing Law. Any dispute arising from or related to this Rental Agreement, your access to or use of the Service, or your rental of any Rental Products hereunder will be governed by and construed and enforced in accordance with the laws of Pennsylvania, without regard to conflict of law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in Philadelphia County, Pennsylvania.

(c) Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under this Rental Agreement if the delay or failure is due to any cause outside of our reasonable control.

(d) Notices. Except as otherwise set forth herein, any notice given under this Rental Agreement by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Except as otherwise set forth herein, (i) notices to Everland must be sent to info@shopeverland.com, and (ii) notices to you will be sent to any email address associated with your User Account. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

(e) Severability and Waiver. If any provision of this Rental Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that provision shall be replaced with a provision that, as nearly as possible, accomplishes the original purpose of the invalid provision, and the remainder of this Rental Agreement will continue in full force and effect. Our failure to exercise or enforce any right or provision of this Rental Agreement will not constitute a waiver of such right or provision. If we waive any breach of this Rental Agreement, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

(f) Entire Agreement. This Rental Agreement, together with the Everland Terms of Use and Privacy Policy, constitutes the sole and entire agreement between you and Everland with respect to the subject matter hereof and thereof, and supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. In the event of any conflict, the following order of precedence governs: (i) first, the Everland Terms of Use; (ii) second, this Rental Agreement; and (iii) third, the Privacy Policy.