(last updated July 26, 2022)
This Rental Agreement (the "Rental Agreement") constitute a binding agreement between you and DVx Loop, Co. ("Loop," "we," or "us") with respect to your rental from Loop of certain Rental Products (as defined below) via Loop’s online product rental service, operated through Loop’s website with a homepage at https://loop.baby/, its subdomains, and such mobile applications and websites as Loop may designate from time to time (the “Site”), which service allows members to rent high-quality baby products on a flexible, month-to-month 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 herein.
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.
LOOP 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.
You acknowledge that this Rental Agreement is entered into pursuant to and as part of the Loop Membership Terms of Service, which have previously been, or are concurrently being, accepted by you. By accepting and agreeing to be bound by the terms of this Rental Agreement, you affirm your acceptance of and agreement to be bound by the Loop Membership Terms of Service. Capitalized terms used in this Rental Agreement but not otherwise defined shall have the meanings ascribed to them in the Loop Membership Terms of Service.
(a)Online Orders. Subject to and conditioned upon your compliance with the terms of this Rental Agreement, you may request to rent from Loop certain high-quality baby products (“Rental Products”) by submitting an order through the Service or by contacting Loop’s customer service team. 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 Loop or Loop will not be obligated to rent the Rental Products to you. Loop may choose not to accept orders at its sole and absolute discretion, even after Loop has sent you a confirmation email with your order number and the details of the Rental Products you have ordered for rental. Unless otherwise agreed to in advance by Loop, you are limited to no more than ten (10) concurrent Rental Product rentals at any time. When you place an order for Rental Products directly with Loop’s customer service team (including via phone or email), you authorize Loop to access your User Account in order to reflect the order and allow the order to be viewable through your User Account.
(b)Rental Term. In the event that Loop accepts an order submitted by you, Loop will rent to you, on a month-to-month basis, those Rental Products identified in the accepted order. The rental period with respect to a specific Rental Product shall commence on the date that the Rental Product is delivered to you pursuant to Section 5(a) hereof, and, unless sooner terminated as set forth herein, shall 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, (ii) termination of your rental pursuant to Section 5(e) or Section 6 hereof, or (iii) termination of your Loop Membership Plan pursuant to the terms of the Membership Terms of Service (the “Rental Term”).
(c)Rental by Commercial Renters. If you are a Commercial Renter and are requesting Rental Products on behalf of your customer, such customer must affirmatively accept all applicable terms and conditions of this Rental Agreement prior to such customer’s access or use of the applicable Rental Products. You agree to provide us with such customer’s email address so that we may provide all relevant terms and conditions to such customer, and you agree to take such further steps as Loop may request to allow Loop to secure and document your customer’s acceptance of the same.
(a)Rental Products. You agree and acknowledge 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 delivery of any Rental Products solely on the basis that the Rental Products have been previously used. All Rental Products are deep-cleaned and sanitized in accordance with Loop’s standard procedures prior to delivery. You agree and acknowledge that Rental Products may appear different in color and style than the photos displayed on the Site.
(b)Title to Rental Products. Subject to Section 6 hereof, Loop shall have and retain title to all Rental Products, and you acquire no 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. In the event that any person other than Loop attempts to create or assert an interest in the Rental Property, you must immediately notify Loop and take all such action as Loop may require.
(c)Assembly. Some Rental Products may require minor assembly following delivery. You are solely responsible for such assembly and you hereby release Loop from any responsibility or liability with respect to the same. Please consult and closely follow all Manufacturer Instructions (as defined below) relating to assembly of the 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 Loop is not licensed for, and does not provide, in-home delivery services. Accordingly, you are solely responsible for any such installation. You hereby release Loop from any responsibility or liability with respect to the installation of Rental Products. Please consult and closely 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. Loop carefully inspects all Rental Products prior to rental. You agree and acknowledge, however, that some manufacturer or other defects may not be detectable at all times and may be outside of the reasonable control of Loop. 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 Loop at firstname.lastname@example.org. Where such defect is not caused by the misuse of the Rental Product or any violation by you of this Rental Agreement, Loop agrees to promptly replace the defective Rental Product with another unit of the same kind. All determinations as to the cause of defects and whether any Rental Product is eligible for replacement under this Section 3(e) shall be made by Loop 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 high-quality 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. LOOP DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO ANY RENTAL FEES OR OTHER CHARGES, INCLUDING FOR ANY PARTIAL MONTHS OCCURRING IN THE RENTAL TERM.
(g)Cancelation of Orders. Loop relies on orders to obtain accurate information regarding Rental Product demand and to manage its inventory. However, we understand that your plans and needs may change from time to time. Please notify Loop immediately should you need to cancel any order. You may cancel your order any time prior to 7 days before your scheduled delivery window. IF YOU CANCEL YOUR ORDER LESS THAN 7 DAYS BEFORE YOUR SCHEDULED DELIVERY WINDOW, YOU WILL BE ASSESSED A CANCELATION FEE EQUAL TO ONE MONTH’S RENTAL FEES WITH RESPECT TO THE CANCELED RENTAL PRODUCT(S). You hereby authorize Loop to charge your Payment Method (as defined below) for any cancellation fees so assessed.
(h)Recalls. Loop 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 Loop of any recall or safety issue, and to cooperate fully with Loop in completing an exchange of any such Rental Product.
4.Use Restrictions and Obligations.
(a)Appropriate Use. As between you and Loop, 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) in compliance with all applicable laws, rules, and regulations; and (iii) in compliance with all manufacturer manuals, instructions, and warnings 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. ou 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 (except where you are a Commercial Renter) 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 Loop, 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 Loop 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 Service Area, as identified on the Site’s Frequently Asked Questions page (see “Where is Loop available?”) or as otherwise set forth in the terms of any current and valid Membership Plan. Please carefully review the Service Area information and any geographical or other restrictions included in the terms of your Membership Plan or on the Site prior to renting any Rental Products hereunder. Except with respect to limited, short-term travel, YOU MAY NOT REMOVE RENTAL PRODUCTS FROM THE SERVICE AREA WITHOUT LOOP’S ADVANCE WRITTEN CONSENT. If you plan to relocate to outside of the Service Area, please promptly notify Loop. Loop 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 Loop may provide to you with respect to any Rental Products, whether such Rental Products are then located inside the Service Area or otherwise.
(a)Delivery. Rental Products rented by you hereunder will be delivered to you at the address set forth in the applicable order. Please be present at the time of delivery. To ensure the security of the ordered Rental Products, you may be required to present to Loop’s delivery personnel current State-Issued photo I.D. that matches the name on the order. Notwithstanding the foregoing, however, in the event that you are not present to receive the Rental Products, Loop’s delivery personnel may, at their discretion, leave the Rental Products at the address set forth in the applicable order (including, without limitation, on the doorstep). All Rental Products deposited at the address set forth in the applicable order, whether received personally by you or otherwise, shall be deemed delivered by Loop. Upon such delivery, you assume all risk with respect to the Rental Products, including, without limitation, any risk of loss.
(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 Loop. You may return Rental Products by providing the Rental Products to Loop personnel during a scheduled pick-up, or by following such other return procedures as Loop may designate from time to time. PLEASE PROVIDE LOOP WITH NO LESS THAN SEVEN (7) DAYS’ NOTICE OF YOUR INTENT TO RETURN ANY RENTAL PRODUCT. Notice may be provided by emailing Loop at email@example.com. If you notify Loop of your intent to return any Rental Product less than seven (7) days prior to your desired pick-up date, Loop may not be able to accommodate your pick-up request within your desired timeline. Rental Products shall not be considered returned until such Rental Products are in the possession and control of Loop 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)Scheduling. You may schedule the delivery or pick-up of Rental Products by contacting Loop’s scheduling team at firstname.lastname@example.org or, where available, through the scheduling function accessible through your User Account. Although Loop endeavors to deliver and pick up all Rental Products within the scheduled window, traffic and other delays outside of the reasonable control of Loop may impact the timeliness of deliveries and pick-ups. Loop will use reasonable efforts to inform you of any delays, however, Loop shall have no liability to you for any failure to deliver or pick-up all Rental Products within the scheduled window. Please review your order prior to both delivery and pick-up of Rental Products to ensure that your contact information, including the delivery/pick-up address and phone number, is accurate and complete. You agree that Loop may contact you via phone or other method with information regarding delivery and/or pick-up. You must be present at the delivery or pick-up address, as applicable, shown on your order during your scheduled pick-up/delivery time. For the safety of Loop’s delivery personnel, please ensure that your walkways and drives are clean and clear at the time of delivery and pick-up.
(d)Rescheduling. You may reschedule a delivery or pick-up of Rental Products at any time prior to 24 hours before your originally scheduled window. Your failure to be present for any scheduled pick-up or delivery of Rental Products, or your cancelation or rescheduling of any pick-up or delivery appointment less than 24 hours before your originally scheduled window may result in the assessment of cancelation fees. You hereby authorize Loop to charge your Payment Method for any fees so assessed.
(e)Condition of Rental Products on Return. Loop wants you to feel comfortable using and taking full advantage of the Rental Products rented to you hereunder. Normal wear and tear, as well as the occasional loss of small accessories, is expected. Accordingly, you will not be responsible for any wear and tear to the Rental Products arising from ordinary use, nor for the accidental loss of minor accessories, where the damage can be reasonably repaired by Loop (as determined by Loop in its sole discretion) or where the lost item retails for $25.00 USD or less. However, you are responsible, up to an amount equal to 50% of the retail price of the applicable Rental Product, for any loss or damage (beyond ordinary wear and tear) to such Rental Products occurring during the Rental Term if abuse is suspected, or if the applicable Rental Product retails for more than $25.00 USD. All determinations as to the suspected cause of loss or damage, or the ability of any damage to be repaired, shall be made by Loop in its sole discretion and shall be final. You hereby authorize Loop to charge your Payment Method for any charges assessed to you by Loop 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 Loop of full payment of any charges assessed to you pursuant to this Section.
6.Purchase of Rental Products.
(a)Early Buy-out. Loop may give you the option to purchase from Loop, 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 (i) Loop’s retail list price for a new unit of the applicable Rental Product, as shown on the applicable Rental Product’s detail page on the Site as of the date of purchase (the “Retail Price”), minus (ii) the sum of all monthly rental fees paid by you to Loop as of the date of purchase and during the current Rental Term with respect to the applicable Rental Product (but expressly excluding any delivery fees, restocking fees, insurance fees, taxes, penalties, or other amounts) (“Aggregate Rental Fees”). Please contact Loop at email@example.com should 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 Loop of (x) the full amount of the Buy-out Price, and (y) signed copies of any releases, acknowledgments, or other documentation as Loop may require with respect to the Buy-out Purchase. Buy-out Purchases are only available where, at the date of purchase, the Retail Price exceeds the Aggregate Rental Fees with respect to the applicable Rental Product. 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 Loop shall not have, and you fully release Loop 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.
(c)Product Take-Backs. At any time following a Buy-out Purchase, you may elect, at your option and in your sole discretion, to request that Loop retake ownership and possession of the purchased Rental Product (a “Take-Back”). You may initiate a Take-Back by scheduling pick-up of the applicable Rental Product through contacting Loop’s scheduling team at firstname.lastname@example.org or, where available, through the scheduling function accessible through your User Account. The Take-Back shall be deemed complete, and title to and ownership of the applicable Rental Product shall be deemed to have transferred to Loop, when (a) the Rental Product is in the possession and control of Loop or its personnel, and (b) you have executed such acknowledgements or other documents as Loop may require to evidence the transfer of the Rental Product to, and the relinquishment of your rights with respect to, the applicable Rental Product. You shall not be entitled to any payment or other compensation for any Rental Product returned to Loop by way of a Take-Back. Following the completion of the Take-Back, the applicable Rental Product shall be the sole and exclusive property of Loop, to be used, disposed of, or otherwise dealt with by Loop in any manner it sees fit.
7.Term and Termination. This Rental Agreement shall remain in full force and effect while you use the Service. Loop 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 Loop 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 Loop any Rental Products. The terms of the following Sections shall survive any expiration or earlier termination of this Rental Agreement: Section 3(b)-(d), (g) (with respect to the final two sentences only), and (j); Section 4; Section 5(e); Section 6(b)-(c); Sections 7-14.
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 Loop ("Payment Method"). By providing a Payment Method to Loop, you are expressly authorizing Loop to charge to you 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. Loop 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 Loop’s rental of the Rental Products to you, but except as otherwise set forth in Section 8(b) hereof, you will pay to Loop all rental fees, delivery fees, insurance fees, restocking fees, and other charges and amounts set forth herein. The rental fees and any delivery fees, insurance fees, restocking fees and other charges applicable to your rental of Rental Products shall be as posted on the Site at https://loop.baby/collections/all 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 month of the 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 LOOP DOES NOT AND WILL NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO ANY RENTAL OF RENTAL PRODUCTS, INCLUDING FOR ANY PARTIALLY-USED MONTHS WITHIN THE RENTAL TERM.
(c)Rental Renewals. Your rental of any Rental Product will automatically renew on a month-to-month basis until the first to occur of one of the following (each, a “Cancelation Event”): (i) any cancelation 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. YOUR RENTAL OF ANY RENTAL PRODUCT MUST BE TERMINATED THROUGH OCCURRENCE OF A CANCELATION EVENT PRIOR TO THE COMMENCEMENT OF THE FOLLOWING MONTH IN ORDER TO AVOID THE BILLING OF RENTAL FEES AND APPLICABLE CHARGES FOR SUCH MONTH TO YOUR PAYMENT METHOD.
(d)Fee Abatement. If, at any time during the Rental Term, the Aggregate Rental Fees paid by you with respect to a Rental Product then rented by you exceed the Retail Price for such Rental Product, Loop 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 the earlier to occur of (i) your return of the Rental Product in accordance with the procedures set forth in Section 5(b) hereof, or (ii) termination of your Membership Plan pursuant to the terms of the Membership Terms of Service . 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 under the Membership Terms of Service, including, without limitation, your obligations to pay any membership subscription fees and to return the applicable Rental Product upon termination of the Rental Term.
(e)Rental Cancelation. You may cancel your rental of any Rental Product any time; provided, however, that no rental cancelation will become effective (and you will continue to be charged rental fees and other applicable charges until) the applicable Rental Product is returned to Loop 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). LOOP DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO ANY RENTAL FEES OR OTHER ASSOCIATED COSTS, INCLUDING FOR ANY PARTIAL MONTHS 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, VAT) (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 Loop’s net income.
(g)Promotions. Loop may offer from time to time 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 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.
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 LOOP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LOOP 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. LOOP 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. LOOP 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 LOOP, 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 LOOP 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 LOOP.
11.Indemnity. You agree to defend, indemnify and hold harmless Loop, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, 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 Loop 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 LOOP 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 LOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL LOOP’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 LOOP 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 LOOP MEMBERSHIP TERMS OF SERVICE, OR OTHERWISE OPERATE TO EXPAND LOOP’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.
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 Loop 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 ("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 Loop: to DVx Loop, Co., Attn: Legal/Compliance, DVX Loop Co, 24 School Street, Floor 2, Boston, MA 02108, with a copy emailed to email@example.com.
- If to you: your last-used billing address or the billing and/or delivery address listed in your User Account.
Arbitration. To the extent you 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 Loop 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 Loop at: DVx Loop, Co., Attn: Legal/Compliance, DVX Loop Co, 24 School Street, Floor 2, Boston, MA 02108, with a copy emailed to firstname.lastname@example.org. 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 Loop. In the event that the 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 Loop 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 Loop 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. To begin an arbitration proceeding, you must send a written request to Loop at: to DVx Loop, Co., Attn: Legal/Compliance, DVX Loop Co, 24 School Street, Floor 2, Boston, MA 02108, with a copy emailed to email@example.com. 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 Loop. In the event that the 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 Loop each agree that this 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 Agreement as a court would. Any arbitration shall be confidential, and neither you nor Loop 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 Loop 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 Loop 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 Loop 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 Loop 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.
(a)Assignment. You may not assign or transfer this Rental Agreement or any rights or obligations hereunder to any other person without Loop’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 Loop. This Rental Agreement shall be binding on the parties and their permitted successors and 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 California, 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 Santa Clara County, California.
(c)Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under the 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 Loop must be sent to firstname.lastname@example.org, 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 part or provision of this Rental Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or 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. If you are a California resident, then with respect to any releases included herein you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
For more information or other questions, please contact us by phone at (669) 261-6486 or by email at email@example.com. You may report a complaint, if you are a resident of California, to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.