Terms and Conditions of Use

TERMS AND CONDITIONS OF USE 1. AGREEMENT AND ACCEPTANCE 1.1 Terms of Service These Terms and Conditions of Use (the "Terms" or "Agreement") constitute a legally binding agreement between you ("you," "your," or "User") and Club Marelle LLC, a Delaware limited liability company ("Club Marelle," "we," "us," or "our") governing your use of the Club Marelle website (https://www.clubmarelle.com), mobile application, and subscription rental services for luxury handbags and accessories (collectively, the "Services"). 1.2 Acceptance of Terms By accessing or using any aspect of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to all of these Terms, you may not access or use the Services. The Services are available only to individuals who are at least eighteen (18) years old or the age of majority in their jurisdiction, whichever is greater. By accessing or using the Services, you represent and warrant that you meet this eligibility requirement. 1.3 Changes to Terms Club Marelle reserves the right to modify these Terms at any time by posting revised Terms on the website or through the mobile application. Such modifications will be effective immediately upon posting. Your continued use of the Services following the posting of any changes to these Terms constitutes your acceptance of such changes. You should check these Terms periodically for changes. The date of the most recent update will be indicated at the bottom of this document. 2. DEFINITIONS For the purposes of these Terms, the following definitions apply: • "Accessory" or "Accessories" means any handbag, purse, or other luxury item made available for rental through the Services. • "Account" means your registered user account with Club Marelle. • "Application" means the application process for membership. Page 1 of 17 • "Initial Term" means the first three (3) months of Membership, during which certain restrictions apply. • "Level" means the subscription tier selected by Member that determines the number of Accessories available for rental and the applicable Subscription Fee. • "Member" means a User who has an active subscription to the Services. • "Membership" means a subscription to Club Marelle's Services. • "Month" means the period from the Start Day of one calendar month to the day before the Start Day of the following calendar month. • "Packaging" means any box, dust bag, or other container provided by Club Marelle for the return of Accessories. • "Start Day" means the calendar day on which your Membership begins. • "Subscription Fee" means the recurring monthly fee charged to Members for access to the Services. • "Website" means https://www.clubmarelle.com and any affiliated websites operated by Club Marelle. C. REGISTRATION AND ACCOUNT SECURITY 3.1 Account Creation You may need to create an Account to access certain features of the Services. When registering for an Account, you agree to provide accurate, current, and complete information as prompted by the registration form. You also agree to maintain and promptly update your Account information to keep it accurate, current, and complete. 3.2 Account Security You are solely responsible for maintaining the confidentiality of your Account credentials, including your username and password. You agree to notify Club Marelle immediately of any unauthorized use of your Account or any other breach of security. Club Marelle will not be liable for any loss or damage arising from your failure to protect your Account credentials or comply with these security obligations. 33 One Account Per User You may maintain only one active Account with Club Marelle. Multiple Accounts associated with the same individual may be terminated at Club Marelle's discretion. Page 2 of 17 i. MEMBERSHIP TERMS 4.1 Membership Generally Club Marelle offers a subscription-based Membership program that allows Members to rent luxury Accessories for a monthly fee. Membership is offered at the sole discretion of Club Marelle and may be denied or terminated at any time in accordance with these Terms. 4.2 Application Process To become a Member, you must submit an Application through the Website or mobile application. Club Marelle will review your Application and, in its sole discretion, may approve or deny your Membership. As part of the Application process, Club Marelle may conduct a background check, credit check, or other verification procedures. You hereby authorize Club Marelle to conduct such checks and verifications. Provision of false information during the Application process may result in immediate termination of your Membership without refund. 43 Membership Levels Club Marelle offers different Membership Levels with varying Subscription Fees and benefits, including but not limited to: • Atelier 250 per Month for one (1) Accessory at a time, Tier 1 • Maison: $495 per Month for two (2) Accessories at a time, one from Tier 1 or 3, one from Tier 2 or 3. • Haute: $1110 per Month for two (2) Accessories at a time, from Tiers 1,2,3. The current Membership Levels and associated Subscription Fees are listed on the Website and may be modified from time to time. Not all Accessories are available at all Levels. The availability of Accessories depends on your selected Level and current inventory. 4.4 Changing Membership Level You may change your Membership Level at any time through your Account settings. Changes to your Membership Level will take effect at the beginning of your next billing cycle. If you upgrade your Membership Level mid-Month, the increased rate will be prorated for the remainder of the current Month and charged immediately. 4.5 Membership Term Page 3 of 17 Your Membership will continue on a Month-to-Month basis until terminated in accordance with these Terms. The Initial Term of your Membership is three (3) months from your Start Day. During the Initial Term, you may not freeze your Membership except as specifically provided in these Terms. 4.6 Membership Rules As a Member, you agree to: 1. Pay the Subscription Fee and any other applicable charges on time 2. Take reasonable care of all Accessories in your possession 3. Use Accessories only for personal use and not for commercial purposes 4. Promptly report any damage, defect, or issue with an Accessory 5. Return Accessories in the provided Packaging using the designated return method 6. Provide accurate shipping and payment information 7. Comply with all other rules and policies of Club Marelle as may be updated from time to time 5. FEES AND PAYMENT 5.1 Subscription Fee The Subscription Fee for your selected Membership Level is as specified on the Website at the time of your enrollment, subject to change upon notice. By providing your payment information, you authorize Club Marelle to automatically charge the Subscription Fee to your designated payment method on your Start Day each Month. 5.2 Auto-Renewal Your Membership automatically renews each Month unless you cancel your Membership in accordance with these Terms. By enrolling in Membership, you authorize Club Marelle to automatically charge your payment method on file for the Subscription Fee and any other applicable fees on your monthly renewal date. 5.3 Payment Methods Club Marelle accepts various payment methods as specified on the Website. You represent and warrant that you have the legal right to use any payment method you provide in connection with Page 4 of 17 your Account. You agree to promptly update your Account information with any changes to your payment method. 5.4 Non-Payment If your payment method is declined or if you fail to pay any amounts when due, Club Marelle may, at its discretion: 1. Attempt to process your payment again 2. Charge a late fee not to exceed the maximum allowed by law 3. Suspend or terminate your Membership 4. Require the return of any outstanding Accessories 5. Pursue collection of any outstanding amounts 5.5 Interest and Collection Costs You agree to pay interest on all past-due amounts at the highest rate allowed by law. You also agree to pay all costs incurred by Club Marelle in collecting any past-due amounts, including reasonable attorneys' fees and court costs. 5.6 Taxes Subscription Fees do not include taxes. You are responsible for paying all applicable federal, state, and local taxes associated with your use of the Services. 5.7 Deposits Club Marelle may require a refundable security deposit for certain Accessories or Membership Levels. The deposit amount and terms will be disclosed before you confirm your selection. 5.8 Refunds If you are unsatisfied with the Services, you may contact membership@clubmarelle.com to request a refund. Refunds are granted at Club Marelle's sole discretion and generally only for serious service failures or defective merchandise. 6. ACCESSORIES 6.1 Selection and Availability Page 5 of 17 The selection of Accessories available for rental is subject to availability and may change at any time without notice. Club Marelle makes no guarantees regarding the availability of specific Accessories. Your selected Accessories will be confirmed once they are available and prepared for shipment. 6.2 Condition of Accessories Accessories may be new, gently used, or vintage. While Club Marelle makes reasonable efforts to ensure all Accessories are in good condition, the exact condition may vary. If you receive an Accessory that does not meet your expectations, please contact Club Marelle within 24 hours of receipt. 6.3 Rental Period As a Member in good standing, you may keep any Accessory for as long as you wish during your active Membership. However, if you terminate your Membership, you must return all Accessories within seven (7) business days of the termination date. 6.4 Exchanges as part of the Subscription Plan. Tier 1 users may exchange each accessory once a month with an active subscription. Tier 2 is allowed two exchanges and Tier 3 - three accordingly 6.5 Freeze Option After the Initial Term, you may freeze your Membership for up to three (3) consecutive Months per calendar year by notifying Club Marelle at least five (5) business days before your next billing date. During the freeze period, you will be charged a reduced monthly fee as specified on the Website, and you must return all Accessories in your possession. You will not be eligible for any coverage benefits during the freeze period. 7. SHIPPING AND RETURNS 7.1 Shipping Club Marelle will ship Accessories to the address provided in your Account. A signature may be required upon delivery. Club Marelle will notify you when Accessories have been shipped. Risk of loss passes to you upon delivery. 7.2 Return Process Page 6 of 17 You must use the return method provided by Club Marelle, which may include a prepaid shipping label or in-person drop-off. You are responsible for any Accessories lost or damaged in transit during return. All Accessories must be returned in the provided Packaging. 7.3 In-Person Pick up by Club Marelle You may request a pick up of the Accessories in a mutually agreed location by a representative of Club Marelle within the Miami area. 7.4 Inspection of Returned Items Club Marelle inspects all returned Accessories for damage. If excessive damage (beyond normal wear and tear) is detected, you will be charged for repairs or, if the Accessory is beyond repair, the full retail value of the Accessory. 8. DAMAGE AND LOSS COVERAGE 8.1 Base Coverage Your Membership includes base coverage for normal wear and tear of Accessories. Base coverage does not include protection against excessive damage, loss, or theft. 8.2 Enhanced Coverage Certain Membership Levels include enhanced coverage for damage. The specific terms of enhanced coverage are detailed on the Website and may vary by Membership Level. 8.3 Custody and Control You are 100% responsible for any Accessory from the time of delivery until it is confirmed as received by Club Marelle. Any damage, loss, or theft that occurs while an Accessory is in your possession will be your financial responsibility, subject to the coverage included with your Membership Level. 8.4 Exclusions from Coverage No coverage applies to: 1. Accessories damaged during a Membership freeze period Page 7 of 17 2. Damage resulting from misuse, abuse, or negligence 3. Unauthorized repairs or alterations 4. Theft without a police report filed within 24 hours 5. Loss without detailed circumstances provided in writing 6. Damage from exposure to chemicals, including but not limited to cosmetics, perfumes, or cleaning agents 8.5 Lost or Stolen Accessories You must report lost or stolen Accessories to Club Marelle immediately. In the case of theft, you must also file a police report within 24 hours and provide Club Marelle with a copy of the report. Club Marelle may charge you up to the full retail value of any lost or stolen Accessory, less any applicable coverage. 8.6 Unreturned Accessories If you fail to return any Accessory within fourteen (14) calendar days after the termination of your Membership or as otherwise required under these Terms, you hereby authorize Club Marelle to charge a flat fee of $2,000.00 (Two Thousand Dollars) to the credit card or other payment method on file for each unreturned Accessory, regardless of the retail value of such Accessory. This fee represents liquidated damages for the unreturned Accessory and associated administrative costs, not a penalty. In addition to this charge, your Membership will be immediately terminated without further notice, and Club Marelle reserves the right to pursue all available legal remedies to recover the Accessory or its full retail value. You acknowledge that this fee is reasonable and necessary to compensate Club Marelle for its losses resulting from unreturned Accessories. 8.7 No Waiver of Rights Club Marelle's charging of the $2,000.00 fee for unreturned Accessories does not constitute a sale of the Accessory to you or a waiver of Club Marelle's ownership rights in the Accessory. The Accessory remains the property of Club Marelle at all times. Club Marelle's acceptance of the fee does not release you from your obligation to return the Accessory, and Club Marelle reserves the right to pursue additional remedies as permitted by law. 9. PURCHASES From time to time, Club Marelle may offer Accessories for purchase. Any such purchases are subject to separate terms and conditions, which will be provided at the time of purchase. Page 8 of 17 10. TEXT MESSAGING TERMS AND CONDITIONS 10.1 Consent By providing your mobile phone number and opting in to receive text messages from Club Marelle, you consent to receive recurring automated marketing text messages at the phone number provided. Consent is not a condition of any purchase. 10.2 Frequency Message frequency varies. Club Marelle may send promotional messages, shipping notifications, return reminders, and account alerts. 10.3 Opt-Out You can opt out of receiving text messages at any time by replying "STOP" to any message from Club Marelle. Upon opting out, you will receive a confirmation message, and no further messages will be sent unless you opt back in. 10.4 Help For help or information about text messages, reply "HELP" to any message from Club Marelle or contact customer service at hello@clubmarelle.com. 10.5 Carriers Message and data rates may apply. Messages may be delivered via an auto-dialer. Supported carriers include but are not limited to: AT&T, Sprint, T-Mobile, Verizon, Boost, Virgin Mobile, MetroPCS, and others. 11. INFORMATION SUBMITTED 11.1 Privacy Policy Information that you submit through the Services is governed by Club Marelle's Privacy Policy, which is incorporated by reference into these Terms. You acknowledge that you have read and understand the Privacy Policy. 11.2 Accuracy of Information Page 9 of 17 You warrant that all information you submit to Club Marelle is true, accurate, and complete. You agree to maintain and promptly update your information to keep it true, accurate, and complete. 12. PRODUCTS, CONTENT, SPECIFICATIONS, AND ACCURACY 12.1 Product Information Club Marelle rents and occasionally sells luxury Accessories. The listings, descriptions, and availability of Accessories may change at any time without notice. 12.2 Content Accuracy All information on the Website and mobile application, including but not limited to descriptions, images, and prices, is approximate and may be updated at any time. Club Marelle does not guarantee the completeness, accuracy, or availability of any information. The colors of Accessories displayed on the Website or mobile application may not be exact representations of actual colors due to variations in display settings and photography. 12.3 Non-Authentication of Accessories Club Marelle expressly disclaims any guarantee, warranty, or representation regarding the authentication or authenticity of any Accessory. While we strive to ensure all items in our collection are authentic luxury goods, Club Marelle cannot and does not guarantee the authentication of handbags or other Accessories. Members acknowledge and agree that despite Club Marelle's best efforts, counterfeit items may occasionally enter our inventory. Club Marelle shall not be liable for any damages, direct or indirect, arising from or related to the authenticity of any Accessory provided through the Services. 13. RULES OF CONDUCT 13.1 Prohibited Activities When using the Services, you agree not to: 1. Violate any applicable law, rule, or regulation 2. Infringe the intellectual property rights of Club Marelle or any third party 3. Introduce viruses, trojans, worms, logic bombs, or other malicious code 4. Use the Services for commercial purposes without express written permission 5. Harass, abuse, or harm any other user or Club Marelle personnel Page 10 of 17 6. Interfere with the proper operation of the Services 7. Attempt to access any portion of the Services for which you do not have permission 8. Impersonate any person or entity or falsely state your affiliation with a person or entity 9. Collect or store personal data about other users without their consent 10. Use automated means to access the Services without Club Marelle's express permission 13.2 Consequences of Violation Violation of these Rules of Conduct may result in the suspension or termination of your Account and Membership without refund. Club Marelle reserves the right to take legal action against users who violate these Rules. 14. PROPRIETARY RIGHTS 14.1 Ownership The Website, mobile application, and all materials therein, including but not limited to text, graphics, user interfaces, logos, images, audio clips, information, data, and software, are owned by Club Marelle or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws. 14.2 Limited License Club Marelle grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose in accordance with these Terms. This license does not include the right to: 1. Modify or copy the materials 2. Use the materials for any commercial purpose 3. Remove any copyright or other proprietary notations 4. Transfer the materials to another person or "mirror" the materials on any other server 14.3 Termination of License This license will terminate automatically if you breach any of these Terms. Upon termination, you must destroy any materials in your possession that were obtained from the Services. 15. SUBMISSIONS Page 11 of 17 15.1 User Content By submitting any content to Club Marelle, including but not limited to reviews, comments, feedback, or ideas (collectively, "Submissions"), you grant Club Marelle a royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Submissions in any media or technology now known or hereafter developed. 15.2 Non-Confidential Nature You acknowledge and agree that your Submissions are non-confidential and non-proprietary. Club Marelle has no obligation to maintain the confidentiality of any Submissions unless otherwise agreed in a separate written agreement. 15.3 Representations and Warranties You represent and warrant that: 1. You own or control all rights to your Submissions 2. Your Submissions do not violate these Terms 3. Your Submissions do not violate the rights of any third party, including intellectual property rights and rights of privacy or publicity 4. Your Submissions do not violate any applicable law, rule, or regulation 16. LINKS TO THIRD-PARTY SITES The Services may contain links to third-party websites or resources that are not owned or controlled by Club Marelle. Club Marelle has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or resources. You acknowledge and agree that Club Marelle is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource. 17. MONITORING Club Marelle reserves the right, but has no obligation, to monitor Submissions or any other content posted through the Services. Club Marelle may remove any Submission or other content at any time for any reason without notice. 18. DISCLAIMERS AND LIMITATIONS OF LIABILITY Page 12 of 17 18.1 Disclaimer of Warranties THE SERVICES AND ACCESSORIES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. CLUB MARELLE DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. 18.2 Limitation of Liability IN NO EVENT SHALL CLUB MARELLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. 18.3 Liability Cap NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CLUB MARELLE'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO CLUB MARELLE FOR THE SERVICES DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING, OR (B) $100.00 USD. 18.4 Actual Damages & Collection Notwithstanding the foregoing limitations of liability, you agree to pay for actual damages caused by your failure to pay Subscription Fees when due or return Accessories as required by these Terms, including but not limited to the retail value of unreturned Accessories and collection costs. 19. INDEMNIFICATION Page 13 of 17 You agree to defend, indemnify, and hold harmless Club Marelle, its parent company, officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services. 20. TERMINATION 20.1 Termination by Club Marelle Club Marelle reserves the right to terminate or suspend your Account and Membership at any time and for any reason, including but not limited to your breach of these Terms, without prior notice or liability. 20.2 Termination by You You may terminate your Membership at any time by providing notice through your Account settings or by contacting Club Marelle at membership@clubmarelle.com. If you terminate your Membership, you will continue to have access to the Services until the end of your current billing cycle, unless otherwise specified. You will be required to return all Accessories in your possession within seven (7) business days of the effective date of termination. 20.3 Effect of Termination Upon termination of your Account or Membership, your right to use the Services will immediately cease, and you remain liable for all amounts due up to and including the date of termination. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. 21. DISPUTE RESOLUTION 21.1 Governing Law These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. 21.2 Arbitration Page 14 of 17 Any dispute arising from or relating to these Terms or your use of the Services shall be exclusively settled through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted in Miami-Dade County, Florida. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 21.3 Waiver of Class Actions YOU AND CLUB MARELLE 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. Further, unless both you and Club Marelle agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. 21.4 Exception for Intellectual Property and Small Claims Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. In addition, either party may resolve disputes in small claims court if they qualify for jurisdiction.