Membership & Rental Agreement

Please review the following terms and conditions (these “Terms” or this “Agreement”).

Welcome to the Saclyn LLC (“Saclyn,” “we,” “us,” or “our”) website, currently located at https://www.saclyn.com, and other affiliated websites (the “Website”), and the mobile software application currently known as “Saclyn” (the “App”, and together with the Website, and any materials and services made available through the App and Website, and successor Apps and Websites thereto, the “Services”).

This Agreement is between you and Saclyn concerning your use of (including access to) the Services. Your use of the Services constitutes your consent to this Agreement. The Services covered by this Agreement include any services provided by or on behalf of Saclyn, including, but not limited to, Saclyn’s membership-based rotation and rental of luxury handbags and accessories made available to Members (as defined below) (the “Membership”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Saclyn through the Services, or otherwise made available to you by Saclyn.

BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE (OR, IF OLDER, THE AGE OF MAJORITY IN YOUR JURISDICTION) AND HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 24 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

THE MEMBERSHIP IS A MONTH-TO-MONTH AUTO-RENEWING SUBSCRIPTION. YOUR PAYMENT METHOD WILL BE CHARGED AUTOMATICALLY EACH MONTH UNTIL YOU CANCEL IN ACCORDANCE WITH SECTION 5.12 BELOW. PLEASE REVIEW THE CANCELLATION REQUIREMENTS CAREFULLY: CANCELLATION REQUIRES (i) NOTICE GIVEN BEFORE YOUR NEXT BILLING DATE AND (ii) RETURN AND CONFIRMED INSPECTION OF ALL ITEMS IN YOUR POSSESSION.

BY APPLYING FOR A MEMBERSHIP, YOU AUTHORIZE SACLYN, OR A CONSUMER REPORTING AGENCY OR OTHER SERVICE PROVIDER SELECTED BY SACLYN, TO OBTAIN A SOFT CREDIT INQUIRY AND RELATED CONSUMER REPORT INFORMATION ABOUT YOU IN COMPLIANCE WITH THE FAIR CREDIT REPORTING ACT, AND TO VERIFY YOUR IDENTITY, EACH IN CONNECTION WITH YOUR APPLICATION AND, FROM TIME TO TIME, DURING YOUR MEMBERSHIP. A SOFT CREDIT INQUIRY DOES NOT IMPACT YOUR CREDIT SCORE.

1. CHANGES TO THIS AGREEMENT

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services, or by sending notice to the email address on file in your Account. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your continued use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all users of the Services.

2. INFORMATION SUBMITTED THROUGH THE SERVICES

Your submission of information through the Services is governed by the terms of Saclyn’s Privacy Policy, available at https://www.saclyn.com/privacy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Services is and will remain true, accurate, and complete, and that you will maintain and update such information as needed, and by providing such information (including information about other individuals), you represent that you have the required permissions and consents to disclose such information.

3. PRODUCTS, CONTENT, AND ACCURACY OF INFORMATION

As part of the Services, Saclyn rents and, from time to time, sells handbags and related accessories, as determined by Saclyn in its sole discretion (“Items”), to its Members. Saclyn may also make available listings, descriptions, images, and references to Items and other goods or services through the Services. We make no representation as to the completeness, accuracy, reliability, validity, or currentness of any information available through the Services, including listings, colors, descriptions, or images. All such information and the availability of any Item are subject to change at any time without notice. Certain measurements and similar descriptions are approximate and are provided for convenience purposes only.

Photographic representations of Items are intended to be accurate, but the actual color, finish, and condition you see will depend on your device and on the individual Item shipped to you. The inclusion of any Item in the catalog at a particular time does not imply or warrant that the Item will be available for rental at any time.

4. ACCOUNT REGISTRATION

To use all or part of the Services, including the Membership, you must register and maintain an account (“Account”). We may reject, or require that you change, any user name, password, or other information that you provide to us in registering an Account. Your user name and password are for your personal use only and must be kept confidential. You, and not Saclyn, are responsible for any use or misuse of your user name, password, or Account, and you must promptly notify us of any confidentiality breach or unauthorized use.

5. MEMBER TERMS

5.1 General

To become a Member, you must complete and submit an application (“Application”). Saclyn will review your Application in its sole and absolute discretion and decide whether to offer you a Membership. If your Application is approved, you become a “Member” and will be charged the applicable Subscription Fees during the Membership Term.

5.2 Application Process

In order to evaluate whether to offer you a Membership and to set the terms of that Membership, Saclyn relies on the information you provide in your Application and on certain verification checks conducted by Saclyn or its service providers. The provisions below describe how that process works, what authorizations you give by submitting an Application, the criteria Saclyn uses to make Membership decisions, and your rights if Membership is declined.

5.2.1 Application Submission

To apply for a Membership, you must complete and submit the Application available on the Website or App. The Application requires you to provide certain personal information, which may include your legal name, date of birth, residential address, email address, mobile telephone number, and at least one valid payment method. You must be at least eighteen (18) years of age (or the age of majority in your jurisdiction, if older) to submit an Application. By submitting the Application, you represent and warrant that the information you have provided is true, accurate, current, and complete in all material respects, and that you have the right to provide any information about other individuals included in the Application. You agree to maintain and promptly update the information on file in your Account so that it remains true, accurate, current, and complete throughout the Membership Term.

5.2.2 Soft Credit Check; FCRA Authorization

By submitting the Application, and by maintaining a Membership thereafter, you authorize Saclyn to obtain, and to use one or more consumer reporting agencies or other third-party service providers to obtain, a soft credit inquiry and related consumer report information about you (a “Soft Credit Check”) for the purposes of (a) evaluating your eligibility for a Membership and for any particular Tier, (b) verifying the information you have provided in the Application, (c) detecting and preventing fraud, and (d) determining whether to require a deposit or impose other Membership conditions. A Soft Credit Check is a “soft” inquiry that does not impact your credit score and is not visible to lenders reviewing your credit report.

Saclyn will conduct all Soft Credit Checks in compliance with the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) (the “FCRA”), and any applicable state consumer reporting laws. Saclyn will use the information obtained through a Soft Credit Check solely for the purposes described in this Section 5.2.2, will retain such information only for as long as reasonably necessary for those purposes, and will not use such information for marketing or any unrelated purpose. Saclyn may repeat a Soft Credit Check from time to time during the Membership Term, including in connection with a Tier change, a request to rent an Item of significantly higher value, or a material change in your Account activity.

5.2.3 Identity Verification

In addition to the Soft Credit Check, you authorize Saclyn, or a third-party service provider selected by Saclyn, to verify your identity by reasonable means, which may include cross-referencing the information you have provided against public and commercial databases, validating your address, validating your payment method, and, where Saclyn deems it appropriate, requesting that you submit a government-issued photo identification document. Saclyn may decline to approve an Application, or may suspend a Membership, if it is unable to verify your identity to its reasonable satisfaction.

5.2.4 Membership Eligibility and Non-Discrimination

Membership is at all times subject to Saclyn’s approval, in its sole discretion. In evaluating an Application, Saclyn may consider, among other factors, the completeness and accuracy of the Application, the results of the Soft Credit Check, the results of identity verification, the validity of the submitted payment method, any prior history with Saclyn (including any prior loss, damage, non-return, or non-payment), and information from public sources reasonably available to Saclyn. Saclyn evaluates all Applications in compliance with the FCRA, the federal Equal Credit Opportunity Act, and all other applicable federal, state, and local fair-lending, anti-discrimination, and consumer-protection laws. Saclyn does not consider race, color, religion, national origin, sex, marital status, age (provided the Applicant has the capacity to contract), disability, or any other category protected by applicable law in making Membership decisions.

5.2.5 Adverse Decisions and Notice

If Saclyn declines your Application, terminates an existing Membership, or imposes a deposit or other condition based in whole or in part on information obtained from a consumer reporting agency, Saclyn will provide you with the notice required by the FCRA and any other applicable law, including, where required, the name, address, and telephone number of the consumer reporting agency that supplied the information and a statement of your right to obtain a free copy of your consumer report from that agency and to dispute the accuracy or completeness of any information in that report. If your Application is declined prior to Saclyn shipping any Item to you, any Subscription Fees collected from you in connection with the Application will be refunded.

5.2.6 False or Misleading Information

If Saclyn learns, or has reason to believe, at any time during or after the application process, that any information you have provided in your Application or in your Account is false, incomplete, misleading, or has materially changed without being updated, Saclyn may, in addition to its other rights and remedies under this Agreement and applicable law, decline the Application, terminate this Agreement, suspend the Membership, refuse to ship any further Items, demand the immediate return of any Items in your possession, charge your payment method for any amounts then due, and pursue collection of any amounts owed. The foregoing remedies are in addition to, and not in lieu of, any other rights and remedies available to Saclyn at law or in equity.

5.3 Membership Rules

As a Member, you agree:

• You will be charged for your Membership each month.
• Your payment method will be charged automatically on each Start Day (as defined below), regardless of whether you have rented an Item during that month.
• You are responsible for ensuring that each Item is well cared for during the Rental Period (as defined below).
• You will return each Item in accordance with this Agreement and using only the return method provided by Saclyn.
• You will promptly notify Saclyn of any issue, including any damaged, lost, or stolen Item.
• If Saclyn has any reason to believe that a returned Item is not the same Item that was shipped to you, Saclyn has the right to charge you, and to charge your payment method automatically, for any re-authentication costs and, if applicable, the retail value of the Item.

5.4 Membership Generally

5.4.1 Monthly Subscription

The Membership is a month-to-month subscription that automatically renews each month until cancelled in accordance with Section 5.12. During the Membership Term, you may rent one (1) or more Items, depending on your Tier (as defined below). You must pay the Subscription Fee for each Month on the Start Day of that Month.

• “Start Day” means the numerical day of the calendar month on which your Membership commenced, and each monthly anniversary thereof. By way of example, if your Membership commences on May 15, your Start Day will be the 15th day of each calendar month; if your Membership commences on May 31, your Start Day will be the last day of each calendar month.
• “Month” means the period commencing on a Start Day and continuing until the next Start Day.
• “Tier” means a Membership level with corresponding Subscription Fees and rental privileges, as described on the “How It Works” page of the Website and the “How It Works” tab of the App.

5.4.2 Item Availability

You may browse the then-current inventory of Items through your Account. Items may not be available at all times, and Saclyn is not responsible for any Item being unavailable when you wish to rent it. Items are available on a first-come, first-served basis, and you may not be able to rent any particular Item at the time you desire. You agree that Saclyn is not responsible for the unavailability of any Item. SACLYN MAKES NO REPRESENTATIONS OR GUARANTEES WITH REGARD TO THE INVENTORY OF ITEMS AT ANY TIME, NOR THE AVAILABILITY OF ANY PARTICULAR ITEM. Once you select an Item to rent, you can finalize the rental through your Account, subject to the terms of this Agreement. Saclyn will confirm that the requested Item is available, including whether it is available at your Tier; each selected and available Item is referred to as a “Selected Item.”

5.4.3 Shipping

A Selected Item will be shipped to the mailing address on file in your Account. Please ensure that the mailing information is correct and current at all times. Selected Items will be shipped via the carrier of Saclyn’s choice, with a signature requirement for delivery and with insured tracking. Each Selected Item will be shipped in packaging selected by Saclyn (the “Packaging”). The Packaging may differ for different Items. All Packaging must be returned with the Selected Item; for the avoidance of doubt, dust bags provided inside the Packaging may be retained by the Member during the Rental Period but must be returned with the Item. All references to “Selected Items” in this Agreement include the associated Packaging.

5.4.4 Rental Period

Each Selected Item may be retained by you for a period of up to three (3) consecutive weeks from the date of delivery (the “Maximum Rental Period”). The actual period during which you have a Selected Item in your possession is the “Rental Period.” You may return a Selected Item at any time during the Rental Period, subject to your Tier’s swap rules. If you do not return a Selected Item by the end of the Maximum Rental Period, Saclyn may charge your payment method a late return fee equal to seven percent (7%) of the retail value of the Item per week (pro-rated daily) until the Item is returned and inspected by Saclyn or deemed lost in accordance with this Agreement.

5.4.5 Pricing for Rentals Within Membership

Each Tier includes a defined rental allowance, as described on the “How It Works” page of the Website and the “How It Works” tab of the App. Rentals within your Tier allowance carry no additional charge beyond the Subscription Fee. Rentals beyond your Tier allowance, or rentals of Items designated as a higher Tier than your current Membership, may be made available on a per-week basis at a published rate (typically seven percent (7%) of the retail value of the Item per week), subject to availability and the terms of this Agreement.

5.4.6 Trial Termination

Notwithstanding anything herein to the contrary, within three (3) days of your receipt of your first Selected Item only, you may terminate this Agreement for any reason or no reason. To terminate under this Section, you must (i) log in to your Account and request termination within three (3) days of receipt of the first Selected Item, and (ii) return the Selected Item using the return method provided by Saclyn. Termination under this Section will be effective upon Saclyn’s receipt and inspection of the Selected Item, and Saclyn will refund the Subscription Fee paid for the then-current Month, less any applicable shipping and handling costs.

5.4.7 Freeze

You may freeze your Membership in accordance with Saclyn’s then-current freeze policy, available on the Website. During a freeze, no Subscription Fee will be charged, and you may not have any Selected Item in your possession. Saclyn reserves the right to limit the number, duration, and frequency of freezes.

5.5 Items

5.5.1 Ownership

All Items are the property of Saclyn, and you acknowledge and agree that you are renting Items only and do not have any ownership right in or to any Item, unless you purchase the Item in accordance with Section 5.10. Not all Items are available at all Tiers, and the number of Items you may rent at one time is limited by your Tier.

5.5.2 Condition of Items

The condition of Items when you receive them may vary. Some Items will be new when you receive them; others may be gently used or vintage and may show signs of normal wear. In the event an Item arrives in a substandard condition relative to its catalog description, please contact us immediately at team@saclyn.com. All Items must be maintained in good condition during the Rental Period and returned to Saclyn in good condition. Saclyn will inspect each Item upon return, and you may be charged for any damage exceeding normal wear and tear, as set forth in this Agreement.

Allergen Disclaimer. Please review Item materials prior to use. While Saclyn takes care to clean and prepare all Items in accordance with industry-standard practices, due to the rotational nature of the Services, Items may contain trace amounts of pet dander, dust, fragrance, nuts, or other allergens. Individuals with severe allergies are advised to contact Saclyn prior to use to assess risk. By using the Services, you acknowledge and accept this risk and agree that Saclyn is not liable for any allergic reactions or related health issues.

5.5.3 Rental Process

Saclyn will send you an email with confirmation of shipment of each Selected Item. No rental request is confirmed unless and until you receive an email confirmation that the Selected Item has shipped. Subject to your Tier’s swap rules, you may not rent another Item until Saclyn has received and processed the return of your current Selected Item. Once a return is processed, your rental window will reopen and you may rent another Item.

5.5.4 Returns

At the end of the Rental Period, you must return the Selected Item, in good condition, in accordance with Section 5.9, unless you have purchased the Item in accordance with Section 5.10. If you have cancelled your Membership, or have failed to pay the Subscription Fee for any reason, and you do not return a Selected Item, or if Saclyn has reason to believe you will not return a Selected Item, Saclyn may charge, and you authorize Saclyn to charge, your payment method automatically the retail price of the Selected Item and to collect the full retail price for such Item. All determinations as to retail price will be made by Saclyn in its sole discretion based on the original published retail value of the Item or the prevailing market price for comparable Items, whichever is higher.

5.5.5 Re-Authentication

If Saclyn has any reason to believe that an Item returned at the end of a Rental Period is not the same Item that was shipped to you, Saclyn may incur costs to re-authenticate the returned item. You will be responsible for such costs, and Saclyn may charge your payment method automatically for those costs. If the returned item is determined not to be the Item shipped to you, the Selected Item will be treated as lost without coverage in accordance with Section 5.11.

5.5.6 Limited to You

You are the only authorized renter of each Selected Item, and you are the only person authorized to use the Selected Item. You will not allow any third party to use the Selected Item during the Rental Period. Your rights under this Agreement are limited to your personal, non-commercial use. You may not sub-rent any Selected Item to any third party, nor charge any third party for use of any Selected Item.

5.5.7 Care and Communication

You agree to use each Selected Item with reasonable care. You will report any problem with a Selected Item, including but not limited to damage, loss, or theft, to Saclyn at team@saclyn.com promptly upon discovery (or, in the case of theft, promptly after you have, as necessary, contacted local emergency services or police). YOU ARE SOLELY RESPONSIBLE FOR EACH SELECTED ITEM DURING THE RENTAL PERIOD, INCLUDING IF IT IS LOST OR STOLEN, SUBJECT ONLY TO THE COVERAGE PROVISIONS IN SECTION 5.11.

5.5.8 Lost or Stolen Items

All decisions as to whether a Selected Item is lost or stolen will be made by Saclyn in its sole and absolute discretion. In the event of theft, you must provide Saclyn with a copy of the police report and a written statement detailing the circumstances of the loss within five (5) business days of the incident. Saclyn shall have the right, but not the obligation, to take any action in connection with the recovery of lost or stolen Items.

5.5.9 Charges for Damaged Items

If you return a Selected Item with damage exceeding normal wear and tear, as determined by Saclyn in its sole discretion, you authorize Saclyn to charge your payment method automatically for the cost of repair, restoration, or replacement of the Item, up to and including the full retail value of the Item, subject to any applicable coverage you have elected under Section 5.11. Saclyn will use reasonable damage tiers as a guide, set forth on the Website, distinguishing among normal wear and tear, minor damage, major damage, and total loss.

5.6 Tiers

5.6.1 Generally

Not all Items are available at all Tiers. Your Tier determines the value of Items you may select from and the number of Items you may have in your possession at one time. Current Tiers and their corresponding privileges and Subscription Fees are described on the “How It Works” page of the Website and the “How It Works” tab of the App.

5.6.2 Selecting Your Tier

When you complete your Account and commence your Membership, you will select your Tier, subject to Saclyn’s approval. You may request to change your Tier as set forth below.

5.6.3 Changes

You may, or Saclyn may on your behalf, change your Tier from time to time. To request a Tier change, please visit your Account on the Website or App. You must return any Items that are only available to a higher Tier before changing to a lower Tier. Any change of Tier will be effective as of the Start Day of the next Month, and you will be charged the Subscription Fee for the new Tier on that Start Day.

5.7 Fees and Payment

5.7.1 Subscription Fee

The fee for each Tier is set forth on the Website “How It Works” page and the App “How It Works” tab (the “Subscription Fee”). The Subscription Fee is subject to change at any time by Saclyn, provided that any increase to the Subscription Fee for an existing Member will not take effect earlier than thirty (30) days after notice to the Member. The Subscription Fee includes your Membership for the applicable Month at the selected Tier, as well as standard outbound and return shipping for Selected Items.

5.7.2 Payment Method

In order to maintain your Membership, you must have a valid payment method on file in your Account. You may be asked to supply relevant information about your payment method, such as the card number and expiration date, your billing address, and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT METHOD THAT YOU SUBMIT TO THE SERVICES OR IN CONNECTION WITH A TRANSACTION. By submitting such information, you authorize Saclyn to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

5.7.3 Auto-Renewal and Automatic Charge

On each Start Day of each Month, your payment method will be charged the then-current Subscription Fee for your Tier. By becoming a Member, you authorize Saclyn or its designee to charge your payment method for the Subscription Fee each Month during the Membership Term and for any other charges authorized under this Agreement (including, without limitation, late return fees, damage charges, replacement charges, re-authentication costs, taxes, and any optional add-ons, such as Enhanced Coverage). The Membership will continue to renew automatically each Month until you cancel in accordance with Section 5.12.

5.7.4 Pre-Authorization

Saclyn reserves the right, but does not have the obligation, to determine whether your payment method is pre-authorized to accept a minimum charge equal to the Subscription Fee or another amount determined by Saclyn, including in respect of any Item then in your possession.

5.7.5 Non-Payment

If your payment method cannot be charged, in whole or in part, for any reason, you agree to pay all amounts due upon Saclyn’s demand. Saclyn may suspend or terminate your Membership for non-payment in accordance with Section 5.12.

5.7.6 Interest and Collection Costs

In the event you do not pay any amounts due under this Agreement, you will be liable to Saclyn for any costs or expenses incurred by or on behalf of Saclyn in connection with its collection of such amounts. Interest shall accrue on all amounts outstanding at the rate of the prime rate as published in the Wall Street Journal plus one percent (1%), or the maximum amount allowed by applicable law, whichever is lower, per annum, from the date such payment was due.

5.7.7 Taxes

All applicable local, city, state, and use taxes are your responsibility. You agree to pay these taxes, and Saclyn may collect them through your payment method.

5.7.8 Deposits

Saclyn reserves the right to request a refundable deposit, and/or to require the return of any or all Selected Items in your possession, in the event you fail to pay the Subscription Fee, in the event Saclyn is unable to charge your payment method, or in the event Saclyn has reason to believe, in its sole discretion, that you may not pay the Subscription Fee or amounts otherwise due.

5.8 Delivery

Once Saclyn confirms that your Selected Item is available, you will receive a notification that the Selected Item has shipped, with a tracking number. Selected Items will be shipped via the carrier of Saclyn’s choice on a signature-required basis. Please ensure that someone will be available to sign for the Selected Item. Delivery time may vary based upon (a) Item availability, (b) your delivery address, (c) when you place an order, and (d) other circumstances impacting delivery. Risk of loss for Selected Items in transit to you remains with Saclyn until delivery; upon delivery, risk of loss passes to you, subject to the coverage provisions in Section 5.11.

5.9 Returns

5.9.1 Generally

Unless purchased in accordance with Section 5.10, all Selected Items must be returned to Saclyn. Each Selected Item will be sent with materials to enable return shipment.

5.9.2 Required Return Shipping Method

YOU MUST USE THE SACLYN-PROVIDED RETURN SHIPPING METHOD AND MATERIALS TO RETURN ANY SELECTED ITEM TO SACLYN. YOU MAY NOT USE YOUR OWN SHIPPING MATERIALS OR CARRIER. If you have lost the shipping label, you may print a replacement from your Account. Please ensure that the package is successfully delivered to the appropriate carrier or pickup point.

5.9.3 Improper Return Methods

IF YOU LOSE ANY RETURN SHIPPING MATERIALS PROVIDED BY SACLYN, OR ELECT NOT TO USE THE LABEL PROVIDED BY SACLYN, OR USE ANY METHOD OTHER THAN THE MATERIALS AND LABEL PROVIDED BY SACLYN, SUCH RETURN WILL BE AT YOUR SOLE RISK, AND YOU WILL BE RESPONSIBLE TO SACLYN FOR ANY DAMAGED OR LOST ITEMS IN TRANSIT TO SACLYN, OR THAT ARE NOT RECEIVED BY SACLYN. THE COVERAGE PROVISIONS IN SECTION 5.11 WILL NOT APPLY TO ANY RETURN MADE OTHER THAN VIA THE METHOD AND MATERIALS PROVIDED BY SACLYN.

5.9.4 Inspection

All returned Items are subject to inspection by Saclyn. A return will be considered complete only upon Saclyn’s receipt and confirmation of inspection. Saclyn will use commercially reasonable efforts to complete inspection within five (5) business days of receipt.

5.10 Purchase

From time to time, Saclyn may agree to sell an Item to a Member. If you are interested in purchasing an Item, please contact Saclyn at team@saclyn.com. The purchase of any Item will be on separate written terms agreed to between you and Saclyn, which may include adjustments to reflect rental credits and the then-current condition and value of the Item. For the avoidance of doubt, Saclyn’s membership model is not contingent on, and does not require, the purchase of any Item.

5.11 Coverage

There are two types of coverage available to Members in connection with Selected Items: (i) the base coverage included with each Membership (“Base Coverage”), and (ii) an optional enhanced coverage plan available for an additional fee (“Enhanced Coverage”). YOU WILL ONLY RECEIVE ENHANCED COVERAGE IF YOU AFFIRMATIVELY ELECT IT AND PAY THE APPLICABLE FEE. If you wish to change your coverage election, please visit your Account.

In each case, coverage is subject to the limitations set forth in this Section 5.11. COVERAGE WILL ONLY APPLY IF THE SELECTED ITEM WAS IN YOUR CARE, CUSTODY, AND CONTROL AT THE TIME OF THE INCIDENT GIVING RISE TO THE CLAIM. SACLYN IS NOT AN INSURANCE COMPANY, IS NOT THE COVERAGE PROVIDER, AND THE COVERAGE DESCRIBED HEREIN IS NOT INSURANCE. ALL DECISIONS AS TO WHETHER COVERAGE APPLIES TO ANY INCIDENT WILL BE MADE BY SACLYN, OR ITS THEN-CURRENT COVERAGE PROVIDER, IN ITS SOLE DISCRETION, AND ANY SUCH DECISIONS WILL BE BINDING.

If you have any third-party insurance policy that covers a Selected Item (including, without limitation, a homeowners or renters policy), and you collect any payment under such policy in respect of an Item, you agree to reimburse Saclyn for any amounts you collect under such policy, up to the cost of the Item to Saclyn.

5.11.1 Base Coverage

Your Membership includes Base Coverage, which covers normal wear and tear to Selected Items, as determined by Saclyn in its sole discretion. There will be no obligation on your part if a Selected Item is lost in a fire, robbery, or burglary, provided that (i) the Item was in your care, custody, and control at the time of the loss, (ii) you provide Saclyn with a copy of the police or fire report within five (5) business days of the incident, and (iii) the loss did not result from your negligence or intentional act. If a Selected Item is returned in severely damaged condition, you remain responsible for the amounts determined by Saclyn in accordance with Section 5.5.9. If damage is the result of your negligence or intentional act, in each case as determined by Saclyn in its sole discretion, Base Coverage will not apply.

5.11.2 Enhanced Coverage

If you elect Enhanced Coverage and pay the additional fee for the entire Rental Period and at the time of the incident, and if a Selected Item is returned with damage that is more than normal wear and tear, you will not be responsible for the cost of repair, restoration, or replacement, except where, as determined by Saclyn in its sole discretion: (a) the damage resulted from your negligence or intentional act, (b) the Item was not in your care, custody, and control at the time of the incident, or (c) the loss resulted from a circumstance excluded under Section 5.11.3 or otherwise excluded in Saclyn’s then-current Enhanced Coverage terms. The fee for Enhanced Coverage and the corresponding deductible structure are set forth on the Website.

5.11.3 Care, Custody, and Control

You will be 100% responsible for any loss or damage occurring while a Selected Item is not in your care, custody, and control, including without limitation any loss or damage occurring while a Selected Item is left unattended outside of (i) your principal residence or (ii) a hotel or short-term lodging room registered in your name and locked at the time the Item is left unattended. For the avoidance of doubt, leaving a Selected Item unattended in a vehicle, restaurant, coat check, gym locker, salon, store, public conveyance, or any similar location is a breach of this Agreement, and no Base Coverage or Enhanced Coverage will apply to any loss or damage occurring while a Selected Item is so unattended.

5.11.4 No Coverage

Regardless of the coverage you elect, if you or Saclyn terminates this Agreement, suspends your Membership, or your Membership is frozen, and any Item in your possession is not returned promptly in accordance with this Agreement, you will be responsible for paying the retail value of the Item to Saclyn, and you authorize Saclyn to charge your payment method automatically for the full retail price of all Items in your possession.

5.12 Membership Term, Cancellation, and Termination

5.12.1 Month-to-Month Term

The Membership commences on the first Start Day of your Membership and continues on a month-to-month basis until cancelled in accordance with this Section 5.12 (the “Membership Term”). There is no minimum commitment beyond the then-current Month.

5.12.2 Cancellation by You

You may cancel your Membership at any time, provided that, in order to avoid being charged the Subscription Fee for the next Month, the following conditions must each be satisfied before your next Start Day:

• You must submit a cancellation request through your Account or by emailing team@saclyn.com.
• You must return all Items in your possession using the Saclyn-provided return method.
• Saclyn must have received and completed inspection of all returned Items.

If all of the foregoing conditions are not satisfied before your next Start Day, your Membership will renew for one additional Month and you will be charged the Subscription Fee for that Month. After all conditions are satisfied, your Membership will terminate effective as of the end of the then-current Month, and no further Subscription Fees will be charged. We recommend initiating cancellation and returning all Items at least seven (7) business days before your next Start Day to allow for transit and inspection.

5.12.3 Termination by Saclyn

Saclyn may terminate your Membership at any time, for any reason or no reason, with immediate effect, including without limitation for breach of this Agreement, suspected misuse of the Services, fraud, abusive conduct toward Saclyn personnel, or non-payment. If your Membership is terminated by Saclyn other than for cause, you will be entitled to a pro rata refund of the Subscription Fee actually paid for the remainder of the then-current Month after the effective date of termination, based on a thirty-day Month.

5.12.4 Suspension

Without limiting Saclyn’s termination rights, if you breach this Agreement, or Saclyn believes or has reason to believe that you are likely to breach this Agreement, or that you have or are likely to damage an Item, Saclyn may suspend your access to Items, and you must immediately return all Items in your possession.

5.12.5 Result of Termination

Except as specifically provided herein, upon expiration or termination of your Membership, your Account will be deactivated, and the Membership will end. You must immediately return any Items in your possession in compliance with the return procedures in Section 5.9. You will pay all Subscription Fees and any other fees or amounts accrued during the Membership Term that have not already been collected.

6. TEXT MESSAGING TERMS AND CONDITIONS

6.1 Express Consent

By opting in to receive text messages from Saclyn, which may include SMS or MMS messages (a “Program”), you provide your express consent to receive automated text messages from Saclyn at the mobile number you provided, including text messages that may be sent using an automatic telephone dialing system. Consent to receive automated text messages is not a condition of any purchase.

6.2 Program Details

A Program may include recurring and nonrecurring text messages related to promotions, products, events, cart reminders, special offers, updates, shipping notifications, or other Saclyn-related news. Text message frequency will vary. Saclyn reserves the right to alter the frequency of text messages at any time, and to change the short code or phone number from which text messages are sent. Text message and data rates may apply. Not all mobile devices may be supported, and our text messages may not be deliverable in all areas. Saclyn, its service providers, and the mobile phone carriers supported by a Program are not liable for delayed or undelivered messages.

6.3 Cancellation

You may opt out of a Program at any time by texting STOP to the phone number or short code that messaged you. After texting STOP, you will receive one additional message confirming that your request has been processed. Saclyn and its service providers will have no liability for failing to honor an unsubscribe request that does not use the STOP keyword.

6.4 Help

You can text HELP to the phone number or short code that messaged you to receive customer care contact information. For any questions or issues related to a Program, please contact us at team@saclyn.com.

7. RULES OF CONDUCT

In connection with the Services, you must not:

• Post, transmit, or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner.
• Post or transmit any virus, worm, Trojan horse, time bomb, spyware, or other code intended to damage, hijack, or monitor the use of any hardware, software, or equipment.
• Use the Services for any commercial purpose other than your personal use of the Membership, or for any purpose that is fraudulent, tortious, or unlawful.
• Sub-rent, resell, or otherwise commercialize any Item.
• Harvest or collect information about other users of the Services.
• Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available.
• Reverse engineer, decompile, or disassemble any portion of the Services, except where such restriction is expressly prohibited by applicable law.
• Remove any copyright, trademark, or other proprietary rights notice from the Services or any Item.
• Frame, mirror, or systematically download or store content from the Services.
• Use any robot, spider, scraper, or other automated means to access or extract content from the Services without Saclyn’s express prior written consent.

You are responsible for obtaining, maintaining, and paying for all hardware and telecommunications services needed to use the Services.

8. PROPRIETARY RIGHTS

The Website, App, and all materials provided through the Services, including information, documents, logos, graphics, sounds, images, compilations, content, and services (“Materials”), are owned by Saclyn or by respective third-party suppliers, authors, developers, or vendors (“Third Party Providers”) and are protected by proprietary rights and laws. Except as expressly stated herein, none of the Materials may be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted, or otherwise used in any form or by any means without the prior express written permission of Saclyn. Our trade names, trademarks, and service marks include SACLYN and any associated logos. All trade names, trademarks, service marks, and logos on the Services not owned by Saclyn are the property of their respective owners. You may not use Saclyn’s trade names, trademarks, service marks, or logos without Saclyn’s written permission.

Except as expressly provided otherwise by Saclyn, nothing on the Services shall be construed to confer any license or ownership right in or to the Materials, under any of Saclyn’s intellectual property rights, whether by estoppel, implication, or otherwise. Materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by Saclyn, except where Saclyn expressly identifies an Item as authenticated.

Saclyn is an independent company not affiliated with any third-party brand identified on or through the Services. Third-party brands identified on or through the Services: (i) do not authenticate the Items being offered through the Services, and (ii) do not assume responsibility for any Items rented or purchased through the Services. Third-party brands identified on or through the Services are not partners or affiliates of Saclyn in any manner.

9. TERMINATION OF THE SERVICES

This Agreement is effective until terminated. Saclyn may suspend or terminate your Account or your use of the Services at any time, for any reason or for no reason. You are personally liable for any orders that you place or charges that you incur prior to termination. Saclyn reserves the right to change, suspend, or discontinue all or any aspect of the Services at any time without notice. Upon any such termination or suspension, your right to use the Services will immediately cease, and Saclyn may, without liability to you or any third party, immediately deactivate or delete your user name, password, and Account, and all associated materials. Section 2 (Privacy) and Sections 5.5 (Items) through 5.12 (Termination) shall survive any expiration or termination of this Agreement.

10. USER SUBMISSIONS

You may be able to make available certain materials (each, a “Submission”) through or in connection with the Services, including on profile pages or on the Services’ interactive features. Saclyn has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.

You will not post any Submission that (a) is defamatory, abusive, harassing, threatening, or an invasion of another’s privacy; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic, or otherwise sexually explicit; or (d) otherwise harms or can reasonably be expected to harm any person or entity.

11. LINKS TO THIRD-PARTY SITES

The Services may make available access to information, products, services, and other materials made available by third parties, including Submissions (“Third Party Materials”), or may contain links to Third Party Materials. By using such functionality, you are directing Saclyn to access, route, and transmit to you the applicable Third Party Materials. Saclyn is not responsible for and does not endorse or accept any responsibility for the contents or use of these third-party websites or materials. Saclyn is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Saclyn of the linked website or content. YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH MATERIALS.

12. MONITORING

Saclyn reserves the right, but disclaims any obligation or responsibility, to (a) refuse to post or communicate or remove any Submission from the Services that violates these Terms; and (b) identify any user to third parties, and/or disclose to third parties any Submission or personally identifiable information, when Saclyn believes in good faith that such identification or disclosure will (i) facilitate compliance with laws, including compliance with a court order or subpoena, or (ii) help to enforce these Terms and/or protect the safety or security of any person or property. Saclyn retains all rights (but has no obligation) to monitor, evaluate, alter, or remove Submissions at any time for any reason.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY LAW: (A) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SACLYN FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO SACLYN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; (B) IN NO EVENT SHALL SACLYN BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, INCLUDING FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY, AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE; AND (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY ITEM OR THIRD-PARTY MATERIAL IS TO STOP USING THE SERVICES.

All limitations of liability of any kind (including this Section) are made for the benefit of Saclyn and its affiliates and their respective directors, officers, employees, agents, representatives, licensors, and Third Party Providers (collectively, the “Affiliated Entities”).

14. ACTUAL DAMAGES AND COLLECTION

Without limiting any other provision of this Agreement, in the event you fail to pay the Subscription Fee or any other amounts due to Saclyn, fail to return any Item, or return an Item in a damaged condition, you will be responsible to pay Saclyn its actual damages, including but not limited to the full retail value of the Item, the unpaid Subscription Fee plus interest, and any costs or expenses incurred by Saclyn in connection with collection, cleaning, restoration, or replacement of the Item. No provision of this Agreement limits or otherwise restricts Saclyn from any recourse or self-help process permitted by law to recover its property, including Items, or any amounts due.

15. YOUR LIMITED RIGHTS

Subject to your compliance with this Agreement, and solely for so long as you are permitted by Saclyn to use the Services, you may view one (1) copy of any portion of the Website to which Saclyn provides you access under this Agreement, on any single device, solely for your personal, non-commercial use.

The App is licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Saclyn to use the Services, Saclyn hereby permits you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the App on a mobile device that you own or control, solely for your personal, non-commercial use. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the App and uninstall and delete the App from your mobile device.

16. LICENSES FROM YOU

16.1 License to Submissions

You retain ownership of your Submissions. For each Submission, you hereby grant to Saclyn a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use, analyze, and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

16.2 Feedback

If you provide to Saclyn any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Services or otherwise, such Feedback will be deemed a Submission, and you acknowledge and agree that such Feedback is not confidential, that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Saclyn under any fiduciary or other obligation.

17. REFUNDS

If a Member is dissatisfied with a Selected Item, please email team@saclyn.com and a member of the Saclyn team will work with you on appropriate next steps, which may include a Tier credit, a replacement Item, or, in Saclyn’s discretion, a pro rata refund.

18. PROMOTIONS

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules separate from this Agreement. If you participate in any Promotions, please review the applicable rules and the Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.

19. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICES AND ANY ITEMS AND THIRD-PARTY MATERIALS ARE PROVIDED “AS IS,” AND ON A “WHERE AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY; AND (B) SACLYN HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE SERVICES AND ALL ITEMS AND THIRD-PARTY MATERIALS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF GOODS AND SERVICES, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

Saclyn makes no representations, guarantees, or warranties regarding the reliability, availability, timeliness, quality, suitability, truth, accuracy, or completeness of the Services or the Items, services, or materials associated with the Services. Without limiting the generality of the foregoing, Saclyn does not represent or warrant that (a) the operation or use of the Services will be timely, secure, uninterrupted, or error-free; (b) the quality of any Item, service, information, or other material you obtain through the Services will meet your requirements; or (c) the Services, or the systems that make them available, are free of viruses or other harmful components. All disclaimers of any kind (including in this Section) are made for the benefit of both Saclyn and the Affiliated Entities.

20. INDEMNITY

To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Saclyn and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services (including all Submissions and use of any Item); (b) any breach or alleged breach of this Agreement by you; and (c) any third-party claim arising from your handling, use, or possession of any Item.

21. YOUR RESPONSIBILITIES; EXPORT CONTROLS

21.1 Compliance with Law

You will comply with all applicable local, state, national, and foreign laws, treaties, regulations, and conventions in connection with your use of the Services, including those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which Saclyn controls and operates the Services. You expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity.

21.2 Export Controls

You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant, and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users. You will not export any Item outside of the continental United States, and Items will be shipped only to addresses within the continental United States unless otherwise expressly agreed in writing by Saclyn.

22. NOTICES; QUESTIONS, COMPLAINTS; DMCA

22.1 Notices

Saclyn may give notice by means of a general notice on the Services, by electronic mail to the email address on record in your Account, or by written communication sent by first-class mail or pre-paid post to the address on record in your Account. You may give notice to Saclyn at any time by letter delivered by registered mail with return receipt to: Saclyn LLC, Legal Notices, 8 The Green, Suite B, Dover, Delaware 19901, team@saclyn.com. All notices shall be deemed to have been given four (4) days after mailing or 36 hours after sending by confirmed email or posting to the Website.

22.2 Questions and Complaints

If you have a question or complaint regarding the Services, please email team@saclyn.com. You may also write to Saclyn LLC, Member Care, 8 The Green, Suite B, Dover, Delaware 19901. Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with Saclyn. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

22.3 DMCA

Saclyn complies with the Digital Millennium Copyright Act (“DMCA”). If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send Saclyn a written notice by mail or email, requesting that Saclyn remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Saclyn a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Any notices given pursuant to the DMCA shall be sent to Saclyn’s designated agent at dmca@saclyn.com or via registered U.S. mail to: DMCA Compliance Agent, Saclyn LLC, 8 The Green, Suite B, Dover, Delaware 19901.

23. GOVERNING LAW

Except as expressly provided otherwise, this Agreement will be governed by and construed in accordance with the laws of the State of Delaware (where Saclyn is organized), without regard to its conflicts of laws principles. Notwithstanding the foregoing, the rights of consumers residing in New Jersey are addressed in Section 27 below.

24. ARBITRATION; CLASS ACTION WAIVER

24.1 Good-Faith Resolution

Saclyn will work in good faith to resolve any issue you have with the Services if you bring that issue to the attention of Saclyn’s member care team. However, Saclyn recognizes that there may be rare cases where an issue cannot be resolved to a Member’s satisfaction.

24.2 Arbitration Agreement

In the interest of resolving disputes between you and Saclyn in the most expedient and cost-effective manner, you and Saclyn agree that ALL disputes arising out of or related to this Agreement and/or your use of any of Saclyn’s products or services, whether based in tort, statute, fraud, contract, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. Arbitration is more informal than bringing a lawsuit in court. The arbitrator can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. This arbitration provision shall survive termination of this Agreement and any other contractual relationship between you and Saclyn. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SACLYN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

24.3 Exceptions

Notwithstanding the paragraph above, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if such an action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim or to recover possession of an Item.

24.4 Arbitration Process

If you desire to assert a claim against Saclyn, and therefore elect to seek arbitration, you must first send to Saclyn, by certified mail, a written Notice of your claim (“Notice”). The Notice to Saclyn should be addressed to: Saclyn LLC, Legal Notices, 8 The Green, Suite B, Dover, Delaware 19901 (the “Notice Address”). If Saclyn desires to assert a claim against you and elects to seek arbitration, it will send a Notice by certified mail to the most recent address on file for you. A Notice, whether sent by you or by Saclyn, must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If Saclyn and you do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or Saclyn may commence an arbitration proceeding or file a claim in small claims court. The arbitration will be governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. Any arbitration hearing will take place telephonically or by video conference, unless an in-person hearing is requested by either party and approved by the arbitrator. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.

24.5 No Class Actions

YOU AND SACLYN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Saclyn agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of this Agreement shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in the state or federal courts located in New Castle County, Delaware.

The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Saclyn or against a Member by the same or coordinated counsel or are otherwise coordinated. In such circumstances, the parties agree to a coordinated bellwether process consistent with the AAA Supplementary Rules.

25. MISCELLANEOUS PROVISIONS

This Agreement represents the parties’ entire understanding relating to your use of the Services and supersedes any prior or contemporaneous, conflicting or additional, communications. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Saclyn and you as a result of this Agreement or use of the Services. You may not assign this Agreement without the prior written approval of Saclyn. Any purported assignment in violation of this section shall be void. Saclyn reserves the right to use Third Party Providers in the provision of the Services and/or the goods, services, and/or Materials associated therewith. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Any and all rights not expressly granted herein are reserved by Saclyn.

26. APPLE-SPECIFIC TERMS

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the App. Apple has no obligation whatsoever to furnish any maintenance or support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs, or expenses with respect to the App. Apple is not responsible for addressing any claims from you or a third party relating to the App or your possession and/or use of the App, including: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) claims attributable to the failure of the App to conform to any warranty. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

27. NEW JERSEY CONSUMERS

If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights you may have) to the extent they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code, and New Jersey Consumer Fraud Act); (b) the limitations of liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability, or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) the requirement that you indemnify Saclyn and the Affiliated Entities (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) the Delaware governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

28. BRAND AMBASSADOR AND REFERRAL PROGRAMS

28.1 Participation

If you participate in any Saclyn brand ambassador, referral, or affiliate program (a “Program”), you agree to create and share content featuring Saclyn on your personal social media accounts in accordance with any guidance provided by Saclyn. You are solely responsible for ensuring that any such content complies with applicable laws, including the Federal Trade Commission (“FTC”) guidelines on endorsements and disclosures.

28.2 License to Ambassador Content

By creating or sharing any content featuring Saclyn in connection with a Program (“Ambassador Content”), you grant Saclyn and its affiliates a worldwide, royalty-free, non-exclusive, perpetual, transferable, and sublicensable license to use, reproduce, distribute, display, publish, and adapt such Ambassador Content in any medium, including Saclyn’s website, social media, email, paid advertising, and other promotional materials.

28.3 Modifications

Saclyn may modify, suspend, or terminate any Program at any time in its sole discretion.

29. CONTACT INFORMATION

Saclyn LLC

Email: team@saclyn.com

Website: https://www.saclyn.com

© 2026 Saclyn LLC. All rights reserved. Saclyn is not an authorized provider of, nor affiliated with, any third-party brand. Brands are not responsible for any Item available on the Services. Saclyn guarantees the authenticity of Items offered through the Services.