Subscription Agreement

SUBSCRIPTION AGREEMENT

These terms and conditions are a legal agreement (“Agreement”) between you ("You" or "Your") and The Sharp Exchange LLC with a principal place of business of 1522 E. Capitol Dr., Shorewood, WI, 53211 ("The Sharp Exchange", “Knifey”, "We", “we” "us," or "our"), establishing terms and conditions under which You will submit information to, and rent kitchen knives (“Knife” or “Knives”) through our subscription service (“Subscription” or “Subscription Service”) and receive related services (“Services”) from, The Sharp Exchange LLC via our website at https://knifey.com (the "Website").

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY SIGNING UP FOR OUR SERVICE AND INPUTTING YOUR CREDIT CARD DETAILS, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT SUBSCRIBE TO OUR SERVICE.

WE RESERVE THE RIGHT TO CHANGE THE TERMS OF THIS AGREEMENT IN THE FUTURE AND ANY CHANGES WILL APPLY TO THE SUBSCRIPTIONS TO SERVICES PROVIDED AFTER THE DATE OF SUCH CHANGE. PRIOR TO ANY CHANGES IN TERM, YOU WILL BE NOTIFIED OF CHANGES AND WILL HAVE ABILITY TO CANCEL YOUR SUBSCRIPTION.

NOTICE TO CONSUMERS: THE SUBSCRIPTION AGREEMENT WILL CONTINUE UNTIL YOU CANCEL YOUR SUBSCRIPTION. THE SUBSCRIPTION MAY BE CANCELLED AT ANY TIME. PAYMENTS ARE NON REFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. YOUR CREDIT OR DEBIT CARD WILL BE CHARGED AS SET FORTH IN THE PRICING SCHEDULE IN EXHIBIT A, BASED ON YOUR CHOSEN PLAN(S). THE AUTOMATIC RENEWAL TERM IS CONTINUOUS, AND YOUR CARD WILL CONTINUE TO BE CHARGED EACH MONTH UNTIL YOU CANCEL. THERE IS NO MINIMUM PURCHASE OBLIGATION.

1. General; Rental Not Purchase; Adult Agreement Required.

This Agreement contains all the terms and conditions governing Your Subscription to the Knifey service from The Sharp Exchange, LLC. via the https://knifey.com Website. You agree that Your general use of our Website, other than rental orders as set forth in this Agreement, is subject in all respects to our Website Terms of Use and Privacy Policy, both of which are available at our website, as such terms may change from time to time. No other terms or conditions (preprinted or otherwise) shall have any force or effect. You agree and acknowledge that You are renting the Knives and that ownership of the Knives remains with The Sharp Exchange LLC at all times.

No Subscriptions may be entered into by anyone under 18 years of age, or any other person not legally capable of entering into a contract. Our Knives may not be used by any person under 18 years of age, nor by any person incapable of using knives in a safe and proper manner.

2. Subscription Fees; Credit Card Authorizations; Cancellations.

The Subscription fee (“Subscription Fee”) for the Knives will be the monthly payment due based on the number of knives and sharpening frequency as defined on the Plans and Pricing page of our website and as set forth here in Exhibit A or your specific Subscription or sometimes defined by any discounts offered to you). We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in this Subscription Agreement, any price changes to your service will take effect following advance email notice to you.

Upon Your order for your Subscription, You hereby authorize us to charge your credit card for the Subscription Fee on a RECURRING basis whereby your card will be automatically charged every month. These charges will continue on a continuous basis each month until the subscription is cancelled by You. We will charge Your credit card the amount of the Subscription Fee immediately upon Your Subscription signup where you confirm and submit – “Check Out and Pay”.

Your Subscription may start with a free trial. The free trial period of your membership lasts for one month, or as otherwise specified during sign-up. We will begin billing your credit card for the Subscription Fee at the end of the free trial period of your membership and your membership will automatically renew monthly unless you cancel prior to the end of the free trial period. We may authorize your Payment Method through various methods, including authorizing it up to approximately one month of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization during your free trial period.

In addition, at the commencement of Your Subscription, You hereby authorize The Sharp Exchange LLC to charge Your credit card for a replacement fee for the knives included in your Subscription as set forth in Exhibit A, plus any applicable sales taxes (“Replacement Fee”); provided that we will only charge the Replacement Fee in the circumstances set forth in Section 4 below.

Subscription Fees exclude all federal, state and local taxes, fees, customs, duties, levies and other governmental assessments, all of which shall be paid by You directly or, if paid by The Sharp Exchange LLC, shall be reimbursed by The Sharp Exchange LLC in connection with Your Subscription order.

You may cancel your subscription at any time by logging onto your account at www.knifey.com, locating your subscription, and following the cancellation prompts. You must cancel Your Subscription at least THREE (3) BUSINESS DAYS prior to the renewal of your Subscription to avoid being charged for the subsequent month. Canceling account post renewal date or within 72 hours of the renewal will result in your account being charged for an entire month of Subscription. You understand that by purchasing our Subscription, you authorize us to continue your membership automatically, charged monthly to the payment method provided until you cancel.

Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period.

3. Our Offering.

a. Delivery

All deliveries will be made as per The Sharp Exchange LLC delivery and mailing schedules. We do NOT guarantee the delivery date of items and you agree that your knives will be delivered as they become available.

b. Our Knives

The photos on our Website represent prototype versions of our knives. It is possible that our knives may appear slightly different in color and style than the photos displayed in advertisements or on our Website. While our Website states features of our knives, these features represent our product specifications provided to our manufacturing partners and it is possible that deviations from our specifications may occur in the manufacturing process. Our liability to you for not meeting your satisfaction is limited to refund of a maximum of one month’s Subscription fee as stated on the site as determined by us. See Section 5(b) below.

c. Sharpening

All of our knives will be professionally sharpened when delivered to the consumer. Sharp knives must be handled with the utmost of care, and extreme caution should be practiced while using our knives. While our knives will be cleaned prior to shipping to the customer, we recommend washing the knives before use to remove any residue that could result as a part of the shipping process. Use of our knives is at your own risk and The Sharp Exchange LLC shall not be held liable for any injury or health-related complaints associated with a product provided as a part of our Subscriptions.

d. Return Packaging

Our first shipment will arrive in packaging that can be used to return the knives upon cancellation of a Subscription. These packaging materials should be retained for later use to return the knives. Upon cancellation, a prepaid shipping label to be used with the original packaging materials will be provided electronically by The Sharp Exchange LLC for You to print and ship back the knives. To the extent that the initial packaging was not retained for shipping, You can request appropriate packaging materials be sent to you at Your expense (packaging materials plus costs to ship the materials to you).

4. Your Commitments to Us; Payment of Replacement Fee.

a. Receipt of the Knives

Upon delivery, You bear responsibility for the Product(s). In the event that an unsecure shipping address is provided, The Sharp Exchange LLC does not bear liability for Knives left unattended. Furthermore, You acknowledge that providing anything other than a secure shipping address may result in delivery delays and additional delivery fees for which The Sharp Exchange LLC is not to be held liable, but You will be held liable.

b. Use of the Knives

You agree to treat the Knives with great care, and return them in the same condition as was delivered to you. You are responsible for loss, destruction or damage to the Knives due to theft, disappearance, fire, chipping, scratching, staining, other than normal wear and tear.

i) Normal wear and tear encompasses minor chips, minor scratches and minor stains or other minor damage. If You return a knife that is damaged beyond normal wear and tear, then You agree that we shall charge You, and You shall pay, for repairing or replacing the Product, as determined in our discretion, up to the Replacement Fee for the Product as outlined in Exhibit A.

c. Return of the Knives; Extensions.

You agree to return the Knives to The Sharp Exchange LLC in the return packaging on the return date for the Knives that is identified in the online invoice for Your order. You must return the Knives by mailing the Knives in the return packaging on or before the date that the Knives are due.

If the Knives are not mailed on or before the date that the Knives are due , a late fee equal to the Subscription Fee of the Knives will be charged to the payment card You used to pay the Rental Fee or to any other payment card included in Your account information that You have provided to The Sharp Exchange LLC. If you have not returned a Product within thirty (30) days after the return date for the Product, Your late return will be considered a non-return and The Sharp Exchange LLC will charge Your payment card the Replacement Fee of the Knives, plus applicable sales tax.

If You lose the return packaging, You will be responsible for returning the item at your own expense by the expected return date, and providing The Sharp Exchange LLC with a tracking number.

d. Payment of Replacement Fee

You agree to treat the Knives with great care, and return them in the same condition as was delivered to you. You are completely responsible for loss, destruction or damage to the Knives due to theft, disappearance, fire, dishwashing, improper storage, misuse or any other cause, other than normal wear and tear.

i. Collections: If You do not pay the amounts You owe us when due, then we may institute collection procedures. You agree to pay our costs of collection, including without limitation reasonable attorneys’ fees.

ii. Removal: We reserve the right to terminate your right to be a subscriber of our Subscriptions at any time in the event of Your breach of this Agreement or for no reason or any other reason in our discretion.

e. Email

We will use the preferences and orders You provide on our Website to send You e-mails and other marketing materials for other Subscriptions and products. You may opt out of receiving those e-mails by clicking on the links provided at the bottom of those e-mails when available.

f. Limited Warranty

The limited warranties set forth in Section 3 apply only to You, may be acted upon only by You, and may not be assigned, sold or transferred to any third party. No warranties are granted other than as set forth in Section 3. Our warranty herein shall not apply to any matters arising from violation of Your commitments set forth in Section 4 of this Agreement.

g. Remedies

Your sole and exclusive remedy and The Sharp Exchange LLC’s sole and exclusive liability for a breach of The Sharp Exchange LLC’s limited warranty shall be, The Sharp Exchange LLC’s use of its commercially reasonable efforts to replace the non-conforming product in a timely manner or a refund of Your Subscription Fee (excluding delivery charges).

h. Disclaimers

THIS LIMITED WARRANTY IS IN LIEU OF ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT) WITH RESPECT TO THE PRODUCTS, THE SERVICES RELATED THERETO OR THE USE OR RESULTS OF THE PRODUCTS OR SERVICES.

5. Limitation of Liability.

a. No Indirect Damages.

IN NO EVENT SHALL YOU OR THE SHARP EXCHANGE LLC (INCLUDING ITS SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS OR LOSS OF USE DAMAGES, ARISING OUT OF THE PRODUCTS OR SERVICES RELATED THERETO, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

b. Limited Direct Damages.

THE AGGREGATE LIABILITY OF YOU AND THE SHARP EXCHANGE LLC (INCLUDING ITS SUPPLIERS OR LICENSORS) ARISING OUT OF PRODUCTS AND SERVICES RELATED THERETO, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE APPLICABLE RENTAL FEES PAID BY YOU FOR THE APPLICABLE PRODUCT AND/OR SERVICE.

c. Use of Product at Your Risk. KNIVES ARE SHARP OBJECTS CAPABLE OF CAUSING BODILY HARM OR EVEN DEATH IF NOT HANDLED CORRECTLY. USE OF PRODUCT IS AT YOUR OWN RISK. YOU ASSUME SOLE AND EXCLUSIVE RESPONSIBILITY AND LIABILITY FOR ANY PERSONAL HARM AND ANY CLAIMS AGAINST YOU AND/OR DAMAGES ARISING FROM USE OF THE KNIVES DURING YOUR SUBSCRIPTION PERIOD.

7. Dispute Resolution

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association. The number of arbitrators shall be one. The place of arbitration shall be Milwaukee, Wisconsin. Wisconsin law shall apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Results of arbitration are binding. Each party agrees to bear its own attorneys fees and cost of arbitration.

8. Miscellaneous

This Agreement constitutes the entire agreement between You and The Sharp Exchange LLC. with respect to the subject matter hereof and is the final, complete, and exclusive statement of the terms of the Agreement, superseding all prior written and oral agreements, understandings and undertakings with respect to the subject matter hereof. Modifications may be made only by The Sharp Exchange LLC. We reserve the right to terminate or amend this Agreement at any time for any or no reason, effective upon notice to You of such termination or amendment. The waiver of any term or condition or any breach thereof shall not affect any other term of condition of this Agreement. The Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, excluding its conflicts of laws principles. You shall not assign this Agreement without The Sharp Exchange LLC’s prior written consent. Termination of this Agreement will not relieve You of any payment obligations hereunder.

Sections 1, 2, 3, 4, 5, 6 and 7 shall survive this termination of this Agreement according to their terms. If any provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of any authority having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall remain in full force and effect. The Sharp Exchange LLC shall not be liable for failure to perform any of its obligations hereunder by reason that are beyond its reasonable control, including, without limitation, fire, earthquake, interruptions in supply, other natural disaster, war embargo, and/or riots or acts of terrorism.

AGREEMENT UPDATED 10/23/17

EXHIBIT A: PLAN PRICING, REPLACEMENT FEE OF KNIVES

SUBSCRIPTION PLAN PRICING:

Single Knife Sharpened 1X per Year: $5.99 per month

Single Knife Sharpened 2X per Year: $7.99 per month

Single Knife Sharpened 3X per Year: $9.99 per month

3 Knife Set Sharpened 1X per Year: $8.99 per month

3 Knife Set Sharpened 1X per Year: $11.99 per month

3 Knife Set Sharpened 1X per Year: $14.99 per month

5 Knife Set Sharpened 1X per Year: $11.99 per month

5 Knife Set Sharpened 1X per Year: $14.99 per month

5 Knife Set Sharpened 1X per Year: $18.99 per month

REPLACEMENT FEE FOR KNIVES:

8 Inch Chef Knife: $75.00

Santoku Knife: $75.00

Serrated Bread Knife: $75.00

Utility Knife: $50.00

Paring Knife: $50.00