Terms of Service

ADMIN TERMS OF SERVICE RENT. FUN, LLC TERMS AND CONDITIONS FOR ADMINISTRATIVE USERS

These Terms and Conditions for Administrative Users (these “Terms”) are an agreement between you (“Admin User” or “you”) and Rent.fun, LLC, a Michigan limited liability company, (the “Company”, “RF”, “we”, “us” or “our”) for development, implementation, ongoing operation, use and maintenance of a mobility system (the “System”) within the RF mobile rental platform and certain functionality provided through the Company’s website (including all related documentation, the “Application”). The Application is licensed, not sold, to you by the Company. You also agree to use designated hardware (“Hardware”) from the manufacturer we mutually agree upon (“Manufacturer”) in the implementation of the Application.

YOU HEREBY AGREE TO THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME AS SET FORTH HEREIN BY: (1) EXECUTING THE TERMS AND CONDITIONS OF SALE WITH COMPANY; (2) EXECUTING A WRITTEN AGREEMENT WITH COMPANY OR ANY OF COMPANY’S AFFILIATES OR PARTNERS THAT INTEGRATE THESE TERMS; OR (3) BY USING THE CHECKOUT SERVICES THROUGH COMPANY’S WEBSITE.

1. License Grant. Subject to the terms of these Terms, Company grants you a limited, non-exclusive, and nontransferable license to use the Application for your use in developing, implementing, operating and maintaining the System strictly in accordance with the Application’s documentation, intended use and these Terms.

2. License Restrictions. You shall not: (i) Copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application, except as expressly permitted by this license; (ii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (iii) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; v) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or (vi) use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems or any mobility products or systems other than the Hardware.

3.Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under these Terms, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

1. Fees; Payment. (i) Company shall be compensated and Admin User hereby agrees to pay Company for Admin User’s use of the System and/or Hardware and Application in accordance with the following: (i) the pricing agreed to between you and Company in writing; or (ii) the pricing agreed to between you and Company’s affiliates or partners in writing. You shall be responsible for paying all taxes relating to the purchase and use of System and/or Hardware and Application, except for those taxes based on Company’s income, or which is Company’s responsibility. Admin User shall be responsible for all to expenses and costs incurred by Company while providing the System and/or Hardware and Application. (ii) Company shall collect fees on your behalf as set by the Admin User from end users of the System (the “Fares”) through third-party payment processing agents selected by Company from time to time (each, a “Payment Processor”). Admin User hereby agrees to pay Company the credit card platform fees and charges, which charges and fees will be itemized to you by Company in writing. Company shall promptly remit those payments, in a manner consistent with Company’s standard collection and payment terms, to Admin User or its designee, less the Fee (as defined below). (iii) You hereby agree to Company automatically debiting an Admin User’s invoice for all Fees (as defined below). These Terms expressly allows Company the right to automatically debit an Admin User’s invoice for all Fees, including but not limited to license fees and other fees charged or assessed for use of the System and/or Hardware, and without notice to Admin User and without further consent from Admin User. Admin User shall not revoke Company’s rights to automatically debit an Admin User’s account and Admin User does not have the right to revoke Company’s right to automatically debit an Admin User’s account unless these Terms are terminated pursuant to the terms specified herein.

The Admin User shall pay to Company a fee (the “Fee”) in the form of equipment purchased or rented by end users’ use of the System during such period, calculated as follows: (a) the Fares collected, minus (b) any fees due or paid to the Payment Processor as a result of collection of the Fares, minus (c) any amounts related to the costs or expenses passed through by the Payment Processor or resulting from the end users’ use or non-use of the System during such period, including transaction fees, refunds, credits, chargebacks, or other make-goods granted. (iv)Company shall charge Admin User a transaction fee per each transaction on the total value of each transaction (before Payment Processor fees) that occurs due to Admin User’s, or an Admin User’s end user’s use of the System (“Transaction Fee”). Company does not receive any Payment Processor fees paid by Admin User, and Admin User shall be responsible and agrees to pay any Payment Processor fees selected by Company. Company shall charge Admin User a Transaction Fee of 3.1%. Admin User hereby agrees to all Transaction Fees charged by Company for Admin User’s and Admin User’s end user’s use of the System. (v) All costs, expenses and Fees (but not including Transaction Fees) will be invoiced by Company to Admin User on a monthly basis. Company may debit the amount of such invoice from Admin User’s Stripe account (or another Stripe account agreed by the parties in writing) and such debit transactions are hereby authorized and approved by Admin User by execution of this Agreement. Payment of Transaction Fees, which will not be invoiced, will be due and payable to Company as incurred and will be made via a periodic direct debit from Admin User’s Stripe account.

1. Collection and Use of Information; Privacy and Security. You acknowledge that when you or end-users interact with the Application, including to implement, operate, use and maintain the System, Company may use automatic means (including, for example, cookies and web beacons) to collect information about the device(s) used to access the Application and about your use and the use by end-users of the Application, and that you and end-users may also be required to provide certain information about yourself or themselves as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you or them with opportunities to share information about yourself or themselves with others (collectively, “User Data”). All User Data is treated as our confidential information and together with other information we collect through or in connection with the Application is subject to our Privacy Policy: our “Privacy Policy”). By usingthe Application, you agree to the terms of our Privacy Policy and our use of your name and logo within the Application. The Company agrees to maintain commercially reasonable industry-standard safeguards to protect User Data as set forth in the Privacy Policy.

2. Content and Services. In connection with your development, implementation, operation and maintenance of the System, the Company will provide you with access to the Company’s website located at https://www.rent.fun/ (the “Website”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by these Terms and our Privacy Policy, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of these Terms.

3. Geographic Restrictions; Compliance with Laws. The Application is based in, and provided from, the state of Michigan in the United States. You acknowledge that you may not be able to, or may not be permitted by local law, to access all or some of the Application’s functionality outside of the United States. Further, access to the Application, System and/or Hardware may not be legal by certain persons or in certain countries. If you access, or provide access to, the Application, System and/or Hardware from outside the United States, you are responsible for compliance with local laws, rules and regulations and the use of the Application by those you provide access to.

4. Support. Company shall provide support for the Application in accordance with the standard support levels generally provided to other licensees and end users.

5. Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your settings of the device(s) used to access the Application: (a) the Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so or may continue to operate improperly if Updates are designed to remedy an issue in the Application. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of these Terms.

6. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

7. Term and Termination. The term of these Terms commences when Admin User accept these Terms as set forth above and these Terms will continue in effect until terminated as set forth herein. Sections 3, 12, 13, and 20 shall survive termination or expiration of these Terms.

8. Disclaimer of Warranties. (i) THE APPLICATION IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT ANY OTHER WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. (ii) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

9. Limitation of Liability. (i)TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE HARDWARE, CONTENT OR SERVICES FOR LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. (ii) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT OF FEES PAID TO US BY YOU IN THE PAST TWO (2) MONTHS PRECEDING THE DATE OF THE CLAIM GIVING RISE TO SUCH DIRECT DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN THE EVENT OF A CONFLICT BETWEEN THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 13 AND THE TERMS AND CONDITIONS OF SALE, THE TERMS OF THIS SECTION SHALL GOVERN.

10. Indemnification. You agree to indemnify, defend, and hold harmless Company and its members, managers, officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of these Terms, including but not limited to the content you submit or make available through this Application.

11. Export Regulation. The Application may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the U.S.

12. Hardware. You acknowledge that the Hardware is not provided by the Company and that Company has no responsibility or liability for the Hardware purchase by you and/or used by any Application end users. You are solely responsible for assuring that the Hardware and its sale, rental, license, purchase and use is in compliance with all applicable foreign and federal laws, regulations, and rules, whether with respect to exporting, re-exporting, importing, releasing, or otherwise.

13. U.S. Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.

14. Severability. If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect; provided, however, that if any fundamental term or provision of these Terms, is invalid, illegal, or unenforceable, the remainder of these Terms shall be unenforceable.

15. Governing Law. These Terms are governed by and construed in accordance with the internal laws of the State of Michigan (exclusive of its choice of law rules), and the federal laws of the U.S. The parties to these Terms agree that any litigation arising between the parties in relation to these Terms shall be initiated and maintained in the Circuit Court of the County of Washtenaw, Michigan or the U.S. District Court for the Eastern District of Michigan, Southern Division, and the parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts.

16. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. Entire Agreement. These Terms and the Company’s Privacy Policy constitute the entire agreement between you and Company with respect to the Application and the System and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application and the System. Notwithstanding the foregoing, Manufacturer may impose terms and conditions (“Manufacturer Terms”) in addition to these Terms (provided that, in the event of a conflict between the Manufacturer Terms and these Terms, these Terms shall control). Admin User shall have the right to require its end users to agree to terms and conditions (“Admin User Terms”) in addition to these Terms and the End User License Agreement between Company and such end users (provided that in the event of a conflict between the Admin User Terms and these Terms, these Terms shall control, and in the event of a conflict between the Admin User Terms and the End User License Agreement, the End User License Agreement shall control).

18. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any powermhereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, the terms of these Terms shall govern.

19. Amendments. These Terms may be amended from time to time by Company upon reasonable advanced written notice to Admin User, including notice provided by email or through the Company’s Application. No purchase order or other administrative document will amend these Terms, even if accepted by the receiving party without objection.