Last Updated: September 17, 2020
By registering to access and use the Services as a Merchant, you agree to the Terms of Service and these Additional Terms and Conditions for Merchants. In the event of any conflict between the Terms of Service and these Additional Terms and Conditions for Merchants, these Additional Terms and Conditions for Merchants shall govern with respect to your use of the Services as a Merchant. Any capitalized terms used but not defined herein have the meanings given in the Terms of Service.
1. LEASE OF WASHING MACHINES
As a Merchant, you may place an order with us for Washing Machines to be delivered to your place(s) of business (each, a “Location”) for use by your employees, staff members, and agents (“Merchant Users”), as well as your customers, clients, members, visitors, guests, participants, and other users (“Customer Users”, and together with your Merchant Users, “Users”). We will notify you in writing (including via email or SMS text message) if we have accepted your order. If we accept your order, we agree to lease to you, and you agree to lease from us, the number of Washing Machines indicated in your accepted order subject to these Additional Terms and Conditions for Merchants. Acceptance of orders is subject to availability. If any order you place with us is for more than one (1) Washing Machine, we may, in our sole and absolute discretion, accept the entire order or any portion of your order, and we will notify you of such in our notification to you. We may require you to provide us with additional information prior to accepting any order that you place with us.
Once we accept your order, we will contact you to set up a mutually agreed upon delivery date for delivery of each Washing Machine to your Location(s). Delivery dates are subject to availability. If you need to cancel or reschedule any delivery date, you must notify us as soon as possible, and you may be charged cancellation and/or rescheduling fees.
You must prepare a suitable site at the Location(s) specified in your accepted order for delivery of each Washing Machine. Each site must be clean and clear of any furniture or other equipment that might block or prevent us or our designated representatives from readily accessing the site, have close access to a fully working electrical wall outlet, and conform to any other instructions or requirements that we communicate to you prior to delivery. You will grant access to each Location to allow us or our designated representatives to deliver each Washing Machine. You are solely responsible for proper installation of each Washing Machine at your Location(s) in accordance with the Documentation (as defined below). If we or our designated representatives reasonably determine that delivery of any Washing Machine is impossible or impracticable due to your failure to prepare a suitable site at any of your Locations, we may, in our sole and absolute discretion, cancel and reschedule your delivery for a later date, and you may be charged cancellation and/or rescheduling fees.
3. OPERATION AND USE RESTRICTIONS
Following delivery, you will be responsible for ensuring that all use and operation of the Washing Machine, including use and operation by your Users, is in conformance with all directions, instructions, and other requirements set forth in the user guides, operating manuals, and other documentation provided with each Washing Machine, or as otherwise provided to you via email or text message (“Documentation”). You agree to instruct your Users in the proper usage of the Washing Machine and to provide appropriate supervision at all times while the Washing Machine is in use. You acknowledge and agree that you will be fully responsible and liable for your and your Users’ use of any Washing Machine in your possession, including any misuse, abuse, or damage to any Washing Machine.
In addition, in operating each Washing Machine and making it available to your Users, you agree that you will not, and will not permit any User or other third party to:
- Sell, rent, lease, sublease, license, transfer, assign, abandon, encumber or otherwise permit any third party other than your Users to access or use the Washing Machine;
- Use the Washing Machine other than in accordance with the Documentation, or for any purpose other than for its intended exercise mat cleaning and rolling functionality;
- Alter, remove, or obscure any copyright or attribution notices, serial or identification numbers, proprietary markings, trademarks, or trade names (whether of MatFresher or its third-party licensors) on the Washing Machine;
- Remove or transfer any Washing Machine from its originally installed Location;
- Reproduce, modify, or distribute the Documentation to any third party, provided that you may make one copy of the Documentation for your internal use only;
- Make any changes, alterations, or improvements in or to any Washing Machine or remove therefrom any parts, accessories, attachments, or other equipment, except with our express written consent;
- Attempt to disassemble, repair, service, or otherwise tamper with any Washing Machine, except with our express written consent; or
- Fill up, operate, or otherwise use the Washing Machine with any cleaning solution other than MatFresher-supplied cleaning solution (“Cleaning Solution”).
You agree to safeguard each Washing Machine in a secure location and to maintain each Washing Machine in accordance with the Documentation and otherwise in the same condition as when delivered, ordinary wear and tear excepted. Your maintenance obligations include, but are not limited to, regularly cleaning the Washing Machine brush bristles, emptying and cleaning out the Washing Machine tray, and ensuring that each Washing Machine contains an adequate supply of Cleaning Solution at all times. Please refer to the Documentation for additional details.
5. ACCESS AND SERVICING
Upon reasonable prior notice from us, you will grant access to your Location(s) to allow us or our designated representatives to inspect each Washing Machine and conduct any routine repairs, servicing, or other required maintenance activities, including but not limited to the installation of alterations, modifications, additions, upgrades or replacement parts and/or the replacement of the entire Washing Machine (if we deem appropriate).
You agree to immediately notify us of any problems or issues, or any damage to any Washing Machine, that cause the Washing Machine to become unavailable for normal use and operation (each, an “Issue”). Upon our receipt of notification of any Issue, we will contact you to set up a mutually agreed upon servicing date for servicing and repair of the applicable Washing Machine. In general, we will use reasonable commercial efforts to respond to and resolve Issues as soon as reasonably practicable at our expense; provided, however, that if we reasonably determine that any Issue is caused by or otherwise results from your or any of your Users’ negligence, misuse, abuse, misconduct, or violation of the Terms of Service or these Additional Terms and Conditions for Merchants, then we may charge you for, and you agree to pay, for our reasonable costs and expenses incurred in connection with the servicing and repair of the applicable Washing Machine, including costs of any necessary replacement parts. In addition, if any Washing Machine in your possession becomes lost or stolen, you agree to immediately notify us and pay for all costs and expenses associated with replacement of the Washing Machine.
6. PAYMENT AND REVENUE SHARE
In consideration of your right to possess and use each Washing Machine, you agree to pay us the rental fee specified in your order (“Rent”). We will charge you for Rent, together with any other charges and applicable taxes, using the method of payment that you have provided to us through your Account at or around the time that we accept your order.
As a Merchant, you have the option to purchase cleaning bundles for your own internal business use (“Merchant Cleaning Bundles”) at the rates displayed within your Account. Merchant Cleaning Bundles may only be used to clean and roll exercise mats that are owned and supplied by you or your Merchant Users – they may NOT be used to clean and roll exercise mats that are owned or supplied by your Customer Users. If you would like to purchase cleaning bundles on behalf of any of your Customer Users, you may purchase customer cleaning bundles (“Customer Cleaning Bundles”) at the rates displayed within your Account. At the time of purchase, we will provide a mechanism for adding or transferring each purchased Customer Cleaning Bundle to the applicable Customer User’s Account for their use on a Washing Machine at your Location. You agree to charge the applicable Customer User for the purchased Customer Cleaning Bundle at the same rate at which you purchased it from us, without any mark-up or discount. You may not charge your Customer Users a different rate for Customer Cleaning Bundles unless otherwise expressly authorized or directed in writing by us. Without limiting any of our other rights or remedies under these Additional Terms and Conditions for Merchants, if at any time we discover that you are or have been using Merchant Cleaning Bundles to clean exercise mats that are owned or supplied by any of your Customer Users, you agree that we may charge you for, and you agree to immediately pay, the price difference between the used Merchant Cleaning Bundle(s) and the comparable Customer Cleaning Bundle(s), as determined by us in our sole discretion.
All cleaning bundles will be set up to automatically renew following usage of the last remaining cleaning in the current bundle, unless you opt out of automatic renewal using the features and settings available in your Account. Your payment method will automatically be charged upon renewal for the total fee amount (including any related charges and taxes) applicable to the renewed cleaning bundle. To avoid future charges, you must opt out of automatic renewal before using the last remaining cleaning in your current bundle.
Where a User has purchased a cleaning bundle directly from MatFresher and makes use of such cleaning bundle on a Washing Machine at your Location(s), we will pay you a portion of the amount paid for such cleaning bundle per each individual cleaning (the “Revenue Share”). Once the total number of such individual cleanings at your Location(s) reaches a certain minimum threshold as determined by us, we will pay you the amount of Revenue Share corresponding to the number of individual cleanings at your Location(s), provided, that we may deduct, withhold, or set off from such payment any outstanding amounts or charges that you owe to us.
By placing an order for a Washing Machine, or by purchasing a Merchant Cleaning Bundle or a Customer Cleaning Bundle, you expressly authorize MatFresher, or a third-party payment processor on our behalf, to charge the method of payment that you have provided to us through your Account and to collect the full amount of the applicable fees, including any related charges and taxes. We may calculate taxes payable by you (if any) based on the billing information that you have provided to us at the time of purchase. All transactions are non-refundable and non-cancellable unless expressly indicated otherwise.
You agree to use commercially reasonable efforts to market and promote use of the Washing Machine(s) to your Users at your Location(s). Such efforts will include, without limitation:
- Distributing copies of marketing and other informational materials to your Users that we provide to you to market and promote use of the Washing Machine(s);
- Displaying posters, table tents, and other signage promoting use of the Washing Machine(s) in visible, high-foot traffic areas throughout your Location(s);
- Ensuring that your class instructors, employees, and/or other staff members discuss the benefits of using the Washing Machine(s) at the end of each class, and demonstrate proper usage of the Washing Machine(s) to class attendees at the end of each class;
- Promoting use of the Washing Machine(s) on your website and social media accounts (subject to our direction and approval);
- Encouraging your class instructors to promote use of the Washing Machine(s) on their social media accounts (subject to our direction and approval); and
- Any other marketing and promotional activities that we and you may mutually agree upon from time to time.
In marketing and promoting use of the Washing Machine(s) to your Users, you agree that you will not: (i) change, alter, or modify any marketing materials that we supply to you (“Marketing Materials”), except with our express written consent; (ii) create, develop, use, provide, or distribute any promotional or advertising content or materials relating to MatFresher or the usage of any Washing Machine, other than the Marketing Materials; (iii) engage in any deceptive, misleading, or unethical practices that are or might be detrimental to MatFresher, your Users, or the general public, including, without limitation, disparagement of MatFresher or any of our products or services; (iv) state or imply that you are an authorized agent, representative, or reseller of MatFresher; or (v) make any representations, warranties, or guarantees on our behalf or otherwise with respect to the Washing Machines or any of our other products or services that are inconsistent with any representations, warranties, disclaimers, or information provided by us to any of our customers. For the avoidance of doubt, except as displayed in any Marketing Materials that we supply to you, you may not use, copy, or display (electronically or otherwise) the MatFresher name, logo, or other trademark without our express written consent.
8. TITLE AND PERSONAL PROPERTY
You acknowledge and agree that all orders for Washing Machines are transactions of leasing only, and not a sale, conditional or otherwise. Each Washing Machine is and shall at all times remain the property of MatFresher or its lender(s), and you will not acquire any right, title, or interest in or to any Washing Machine, except for the right to possess and use the Washing Machine in accordance with these Additional Terms and Conditions for Merchants. You agree to keep each Washing Machine free from any lien, security interest, encumbrance, or other attachment. Any additions or improvements to any Washing Machine of any kind or nature shall become component parts of the Washing Machine, and title shall immediately vest in MatFresher or its lender(s) and be governed by these Additional Terms and Conditions for Merchants.
Each Washing Machine is and shall at all times be and remain personal property, even if it or any part thereof may now be or hereafter become in any manner affixed or attached to real property or any improvements. Upon our written request, you will obtain and provide to us, from each real property owner, mortgagee, or lienholder, a waiver of any interest that it may have in the Washing Machine arising from its interest in the real property.
Without limiting our termination rights under the Terms of Service, either we or you may terminate any orders placed in connection with these Additional Terms and Conditions for Merchants as follows: (i) for any reason on thirty (30) days’ written notice; or (ii) if the other party commits a material breach of any of these Additional Terms and Conditions for Merchants and fails to cure such breach within ten (10) business days after receipt of written notice thereof. In addition, we may terminate any order if we determine in our sole discretion that you are in violation of any of these Additional Terms and Conditions for Merchants, or if we for any reason cease providing Washing Machine(s) and/or any other Services in your geographic area. Upon any termination, you agree to immediately cease all use of each Washing Machine leased to you under the terminated order and to prepare each such Washing Machine for pickup by MatFresher in accordance with Section 10 below (Return).
Following termination of any order, we will contact you to set up a mutually agreed upon pickup date for return and pickup of each Washing Machine leased to you under the terminated order. You agree to safeguard each Washing Machine at its originally installed site at your Location until pickup by us or our designated representatives and to comply with any other instructions or requirements that we communicate to you.
Upon return of each Washing Machine to us, we will inspect the Washing Machine to ensure that it is in the same condition as when delivered to you, ordinary wear and tear excepted, and is otherwise in good condition and repair. If we reasonably determine that any Washing Machine has sustained damage of any nature whatsoever or is otherwise not in good condition and repair, we will notify you thereof and you will be fully responsible and liable for our reasonable costs and expenses incurred in connection with the servicing and repair of such Washing Machine, including costs of any necessary replacement parts. We may charge you for such costs and expenses and/or deduct, withhold, or set off such costs and expenses from any outstanding payment amounts that we may owe to you.
You agree to take all reasonable and necessary steps to protect any and all information and data of a confidential or proprietary nature pertaining to the Services, any Washing Machine, and the Documentation, and to maintain the proprietary rights of MatFresher and its third-party suppliers, using at least the same degree of care as you use to protect your own confidential and proprietary information (but in no event less than reasonable care). You will be responsible for the confidentiality of all passwords/pin numbers assigned to you or to any Merchant Cleaning Bundle or Customer Cleaning Bundle that you purchase. You agree to immediately notify us upon becoming aware of any unauthorized access, use, or disclosure of any passwords, pin numbers, or other confidential or proprietary information of MatFresher.
Without limiting your indemnification obligations under the Terms of Service, you agree to indemnify and hold MatFresher and its officers, directors, owners, employees, contractors, and agents (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including attorneys’ fees and costs) arising out of or relating to: (i) your and your Users’ use of any Washing Machine leased to you; (ii) your breach or violation of any of these Additional Terms and Conditions for Merchants; (iii) any personal injury or damage to property (including any Washing Machine) caused by or resulting from your acts and omissions; or (iv) your relationship or transactions with any of your Users. For the avoidance of doubt, you will be fully responsible and liable to us for up to the entire replacement cost of the Washing Machine in the event of any damage to the same beyond ordinary wear and tear.
13. ADDITIONAL DISCLAIMERS
WITHOUT LIMITING ANY DISCLAIMERS OR LIMITATIONS OF LIABILITY UNDER THE TERMS OF SERVICE, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING ANY OF THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT: (I) EACH WASHING MACHINE IS PROVIDED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED; AND (II) WE PROVIDE AND YOU ACCEPT EACH WASHING MACHINE AND ALL DOCUMENTATION “AS-IS”, “WHERE-IS” AND “WITH ALL FAULTS”, IN WHATEVER CONDITION THEY MAY BE, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES NEITHER MAKE NOR SHALL BE DEEMED TO HAVE MADE, AND EXPRESSLY DISCLAIM, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES, OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, DESIGN, OPERATION, OR TITLE OF EACH WASHING MACHINE OR THE DOCUMENTATION.
You agree to, at your own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability insurance in a sum reasonably satisfactory to us with financially sound and reputable insurers. Upon our request, you will provide us with a certificate of insurance from your insurer evidencing the insurance coverage required by this Section. Such certificate will contain a clause providing that: (i) the policies will be considered primary as against any other valid insurance coverages; and (ii) at least thirty (30) days’ prior written notice must be given to us if the policies are canceled, materially changed, or not renewed.
15. CHANGES TO THESE ADDITIONAL TERMS
We may change these Additional Terms and Conditions for Merchants at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by sending an email to the email address that we have on file for you or posting a revised version of these Additional Terms and Conditions for Merchants or other notice on the Site. You should view these Additional Terms and Conditions for Merchants often to stay informed of changes that may affect you. Your continued use and possession of any Washing Machine constitutes your continuing agreement to be bound by these Additional Terms and Conditions for Merchants, as amended from time to time.