Terms of Service

Rental Agreement and Liability Waiver and Release

USEFULL TERMS OF SERVICE

Effective Date: October 9, 2026

These Terms of Service (these “Terms”) constitute a legally binding agreement between you and USEFULL Inc. (“USEFULL,” “we,” “us,” or “our”) governing your access to and use of USEFULL’s websites, mobile applications, reusable container sharing program, and related products and services (collectively, the “Service”).

USEFULL operates a reusable container sharing program through which eligible users may check out, use, and return reusable cups, bowls, and other reusable containers made available by USEFULL (collectively, “USEFULL Products”) at participating cafes, restaurants, workplaces, campuses, communities, and other locations (“Participating Locations”).

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN IMPORTANT PROVISIONS AFFECTING YOUR LEGAL RIGHTS, INCLUDING DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 17. EXCEPT AS OTHERWISE PROVIDED IN SECTION 17, YOU AND USEFULL AGREE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND YOU AND USEFULL EACH WAIVE THE RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.

ACCEPTANCE OF TERMS; ELIGIBILITY.

Acceptance of Terms. By creating an account, accessing or using the Service, checking out or using a USEFULL Product, or otherwise indicating your acceptance of these Terms, you agree to be bound by these Terms and acknowledge the practices described in the USEFULL Privacy Policy.

If you do not agree to these Terms, you may not access or use the Service or check out or use any USEFULL Product.

Eligibility. You must be at least eighteen (18) years old and legally capable of entering into a binding agreement to create an account, access or use the Service, or check out or use any USEFULL Product. The Service is not intended for, and may not be used by, individuals under eighteen (18) years of age. You may not misrepresent your age or eligibility to use the Service.

THE USEFULL SERVICE.

2.1 Reusable Container Sharing Program. USEFULL provides short-term access to USEFULL Products through Participating Locations. As part of the Service, USEFULL may distribute, collect, track, clean, maintain, replace, and otherwise manage USEFULL Products.

The availability of particular USEFULL Products, Participating Locations, return locations, subscription plans, membership levels, and other features of the Service may vary by campus, workplace, community, organization, geographic area, or other program.

2.2 Ownership of USEFULL Products. USEFULL Products are provided to you for temporary use only. You are renting or otherwise receiving temporary possession of USEFULL Products and are not purchasing them.

All right, title, and interest in and to USEFULL Products remains with USEFULL or its licensors or other applicable owners at all times.

You acquire no ownership interest in a USEFULL Product by checking it out, possessing or using it, paying a late fee or lost-item charge with respect to it, or otherwise participating in the Service.

Participating Organizations. Certain portions of the Service may be offered in cooperation with a university, employer, residential community, municipality, food-service provider, property operator, or other organization (each, a “Participating Organization”).

A Participating Organization may establish certain program-specific requirements, including available membership levels, the number and types of USEFULL Products that may be checked out at one time, applicable return periods, Participating Locations, and other operational requirements.

Program-specific requirements applicable to you will be disclosed through the Service, by the applicable Participating Organization, or at the time you enroll in or use the applicable program.

ACCOUNTS AND ACCESS TO THE SERVICE.

Account Registration. Certain features of the Service require you to create an account or otherwise provide information necessary to participate in the Service.

Depending on the applicable program and the manner in which you access the Service, we may require information such as your name, email address, telephone number, community or Participating Organization, payment information, or other information reasonably necessary to establish or administer your account and provide the Service.

You agree to provide accurate, current, and complete information and to keep your account information current.

You may not create an account using false information or impersonate another person.

3.2 Account Security. You are responsible for maintaining the confidentiality and security of your account credentials and, to the extent permitted by applicable law, for activity occurring through your account. You must promptly notify USEFULL if you know or reasonably suspect that your account or credentials have been accessed or used without authorization.

3.3 Authorized Access Methods. USEFULL may permit you to access or use the Service through the USEFULL mobile application, a web portal, kiosk interface, RFID card, employee, student, resident or other identification card, campus card, barcode, QR code, PIN, authentication token, or another method designated or approved by USEFULL (each, an “Authorized Access Method”).

You are responsible for safeguarding any Authorized Access Method assigned to or associated with your account and may not knowingly permit another person to use your account or Authorized Access Method to check out USEFULL Products.

3.4 Campus and Other Organization Credentials. If you use a campus card or another credential issued by a Participating Organization in connection with the Service, USEFULL may receive from the Participating Organization, or otherwise receive or generate, information reasonably necessary to associate your account, Authorized Access Method, or use of the Service with the applicable Participating Organization or program and to establish, verify, or administer your eligibility or access to the Service.

Your use of a credential issued by a Participating Organization may also be subject to separate terms established by that organization.

CHECKOUT, RENTAL PERIODS, AND RETURNS.

4.1 Checkout. Subject to availability and any limitations applicable to your program or membership level, you may check out USEFULL Products at Participating Locations using an Authorized Access Method. USEFULL may establish, or permit a Participating Organization to establish, limits on the number or type of USEFULL Products that may be checked out simultaneously.

4.2 Product Identification and Tracking. Each USEFULL Product contains or is associated with a unique identifier that enables USEFULL to identify and track the Product through the Service.

When you check out or return a USEFULL Product, USEFULL may record the identity of the Product, the account associated with the transaction, the Participating Location or return location at which the transaction occurs, the date and time of the transaction, and other information reasonably necessary to administer the Service.

4.3 Rental Period. Each USEFULL Product must be returned within the return period applicable to your program or membership level and displayed or otherwise communicated to you through the Service (the “Free Rental Period”). In no event may a USEFULL Product remain checked out to you for more than fourteen (14) days following checkout (the “Maximum Rental Period”).

4.4 Returns. You must return each USEFULL Product on or before expiration of the Maximum Rental Period to an authorized USEFULL return location or receptacle identified through the Service or located at a Participating Location.

You must follow the reasonable return instructions provided through the Service or at the applicable Participating Location.

A USEFULL Product is considered returned when its return has been recorded or otherwise recognized by USEFULL’s system at an authorized return location.

If you believe you timely returned a USEFULL Product but your account does not reflect the return, you should promptly contact USEFULL Support (support@usefull.us) so that USEFULL can investigate the transaction.

4.5 Responsibility While Checked Out. You are responsible for the reasonable care and safekeeping of each USEFULL Product checked out to your account from the time of checkout until the Product is returned and recorded as returned. You are responsible for loss of or damage to a USEFULL Product resulting from theft, disappearance, misuse, abuse, intentional damage, or failure to exercise reasonable care, excluding ordinary wear and tear.

SUBSCRIPTIONS, FEES, AND PAYMENT.

5.1 Membership Plans. USEFULL may offer different subscription plans or membership levels depending on the applicable community or program, including a free membership option. If you select a paid membership, you agree to pay the subscription fee disclosed to you when you enroll. Applicable membership fees, benefits, checkout limits, Free Rental Periods, and other program terms may vary among Participating Organizations and membership levels and will be disclosed to you through the Service or during enrollment.

5.2 Recurring Subscription Fees. If you enroll in a recurring paid subscription, you authorize USEFULL or its payment processor to charge the applicable subscription fee to your designated payment method at the frequency disclosed to you when you enroll until you cancel your subscription or your subscription is otherwise terminated.

You may cancel a recurring subscription through the cancellation method made available through the Service.

Except as required by applicable law or expressly provided in these Terms, amounts already paid are non-refundable.

5.3 Late Fees. If you do not return a USEFULL Product by the end of the applicable Free Rental Period, USEFULL may charge a late fee of $1.00 per day per USEFULL Product beginning on the day following expiration of the Free Rental Period and continuing until the Product is returned or the Maximum Rental Period expires, whichever is sooner.

5.4 Lost-Item Charges. If a USEFULL Product has not been returned by the end of the Maximum Rental Period, USEFULL may treat the Product as lost and charge the applicable lost-item amount. The total late fees and lost-item charge assessed for a Product will not exceed:

(a) $17.00 for each USEFULL Cup; and

(b) $25.00 for each USEFULL Bowl.

Any late fees already assessed with respect to a Product will count toward the applicable $17.00 or $25.00 aggregate amount and will not be charged in addition to that aggregate amount.

By way of example only, if the Free Rental Period is two (2) days on a cup and the cup is not returned by the expiration of the Maximum Rental Period (i.e., 14 days), you will have incurred late fee charges of $12 and therefore you would owe an additional $5 (i.e., $17 – $12 = $5).

5.5 Damaged Products. USEFULL may charge you a reasonable amount for a USEFULL Product materially damaged while checked out to your account if the damage results from misuse, abuse, intentional damage, or failure to exercise reasonable care, excluding ordinary wear and tear. USEFULL will disclose the applicable charge before or when it is assessed.

5.6 Payment Methods. To participate in certain programs or membership levels, you may be required to maintain a valid payment method, which may include a credit card, debit card, Apple Pay, Google Pay, campus account card, or another payment method accepted by USEFULL.

You authorize USEFULL and its third-party payment processors to charge your designated payment method for subscription fees, late fees, lost-item charges, damage charges, and other amounts you authorize or owe under these Terms.

USEFULL may place a reasonable authorization hold on an eligible payment method to secure amounts that may become payable in connection with a USEFULL Product checked out to your account.

5.7 Failed Payments. If an authorized charge is declined or otherwise cannot be processed, USEFULL may suspend your ability to check out additional USEFULL Products until the outstanding amount is paid. You remain responsible for amounts properly incurred under these Terms.

5.8 Billing Questions and Disputes. If you believe a fee or charge was assessed incorrectly, you should promptly contact USEFULL Support after discovering the issue. USEFULL will reasonably investigate disputed charges and correct any billing error identified through its review.

Nothing in this Section limits any rights you may have under applicable law or the rules applicable to your payment method.

5.9 Taxes. Fees are exclusive of applicable sales, use, and similar transaction taxes unless otherwise indicated. USEFULL may collect applicable taxes when required by law.

USE AND CARE OF USEFULL PRODUCTS.

6.1 Inspection. Before using a USEFULL Product, you should reasonably inspect it for visible damage, contamination, excessive wear, or another condition that could make it unsuitable for use. If you discover a condition that reasonably could affect safe use, do not use the Product. Promptly return it to an authorized return location and, where available, report the issue through the Service.

6.2 Lost, Stolen, or Damaged Products. If a USEFULL Product checked out to your account is lost, stolen, or materially damaged, you must promptly report the issue to USEFULL through the Service or by contacting USEFULL Support. If a damaged Product remains in your possession, you should return it promptly if it is reasonably safe to do so.

6.3 Prohibited Uses. You may not:

(a) use a USEFULL Product in violation of applicable law or these Terms;

(b) knowingly allow another person to use your account or Authorized Access Method to check out a USEFULL Product;

(c) sell, rent, transfer, pledge, abandon, intentionally destroy, or otherwise dispose of a USEFULL Product;

(d) remove, obscure, alter, dismantle, deface, or tamper with any identifier, tracking device, barcode, QR code, component, or other feature of a USEFULL Product;

(e) use the Service or a USEFULL Product to engage in fraudulent, abusive, unlawful, or harmful activity;

(f) interfere with or attempt to circumvent any checkout, return, tracking, payment, security, or access-control feature of the Service; or

(g) use a USEFULL Product in a manner inconsistent with its intended use as a reusable food or beverage container.

PARTICIPATING LOCATIONS AND THIRD PARTIES. Participating Locations and Participating Organizations may be independently owned and operated and are not necessarily owned, controlled, or operated by USEFULL. USEFULL provides reusable container sharing infrastructure and related technology but does not control, and is not responsible for, the food, beverages, merchandise, premises, employees, services, or business practices of independently operated Participating Locations.

Your purchase of food, beverages, or other products or services from a Participating Location is a transaction between you and that Participating Location unless expressly stated otherwise.

Nothing in these Terms makes a Participating Location or Participating Organization an agent, employee, partner, or joint venturer of USEFULL solely by reason of its participation in the Service.

MOBILE APPLICATION, WEBSITE, AND INTELLECTUAL PROPERTY.

8.1 Ownership. The Service, including the USEFULL mobile application and websites and all software, designs, interfaces, graphics, text, trademarks, logos, service marks, content, features, functionality, and other materials made available by USEFULL through the Service, is owned by or licensed to USEFULL and is protected by intellectual property and other laws.

8.2 Limited License. Subject to your compliance with these Terms, USEFULL grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service solely for your personal use of the USEFULL reusable container sharing program.

8.3 Restrictions. Except as permitted by applicable law, you may not copy, modify, distribute, sell, lease, reverse engineer, decompile, attempt to derive source code from, circumvent technological protections applicable to, or create derivative works based upon any portion of the Service. You may not use automated systems, bots, scrapers, or similar technology to access the Service in a manner that materially interferes with its operation or circumvents reasonable technical limitations.

8.4 Feedback. If you voluntarily provide suggestions, ideas, comments, or other feedback concerning the Service, you grant USEFULL a perpetual, irrevocable, worldwide, royalty-free right to use that feedback for any lawful purpose without restriction or compensation to you.

This Section does not give USEFULL ownership of your personal information.

ELECTRONIC COMMUNICATIONS.

9.1 Electronic Communications. By creating an account or using the Service, you consent to receive agreements, disclosures, receipts, notices, and other communications relating to the Service electronically, including by email, through the mobile application or Website, or by other electronic means.

You agree that electronic communications may satisfy any legal requirement that a communication be provided in writing to the extent permitted by applicable law.

You are responsible for maintaining a current email address and, if provided, telephone number in connection with your account.

9.2 Transactional and Service-Related Text Messages. If you provide a mobile telephone number to USEFULL, USEFULL may use that number to send you transactional and service-related text messages relating to your account and use of the Service.

These messages may include checkout and return confirmations, reminders to return USEFULL Products, notices concerning approaching or expired return deadlines, overdue or unreturned USEFULL Products, fees or charges, account and payment notifications, account status, security or authentication, customer-support communications, and other messages reasonably necessary to provide, operate, administer, or support the Service.

Message frequency will vary depending on your use of the Service. Message and data rates may apply depending on your mobile carrier and service plan.

USEFULL does not send marketing or promotional text messages under this Section. If USEFULL offers marketing or promotional text messages in the future, any consent required by applicable law will be obtained separately.

You may request that USEFULL stop sending text messages to your mobile telephone number through any method made available by USEFULL or by contacting USEFULL Support. If you stop receiving text messages, USEFULL may continue to communicate with you through email, the mobile application, or other available means.

Because certain text messages provide information concerning outstanding rentals, returns, account activity, fees or charges, security, or other aspects of the Service, stopping text messages may affect USEFULL’s ability to provide certain Service-related notifications to you by SMS.

9.3 Carrier Responsibility. USEFULL is not responsible for delayed or undelivered text messages resulting from circumstances outside USEFULL’s reasonable control, including the availability or performance of wireless carriers or telecommunications networks.

PRIVACY. USEFULL collects and processes information in connection with your use of the Service. Depending on how you use the Service, this information may include account and contact information, such as your name, email address, and telephone number; information concerning the community, campus, workplace, or other Participating Organization or program through which you participate in the Service; and information concerning your use of USEFULL Products and the Service.

Because USEFULL Products are individually identifiable and tracked as part of the Service, USEFULL may maintain transaction and usage information associated with your account, including information regarding the USEFULL Products you check out and return and the Participating Locations or return locations at which those transactions occur.

USEFULL may also receive information identifying the applicable campus or other Participating Organization when you access or use the Service through a campus card or another credential issued by a Participating Organization.

USEFULL does not collect precise geolocation information from your mobile device or use your mobile device to track your physical location. However, USEFULL may know or be able to determine the community, campus, workplace, or other location at which you participate in the Service based on information you provide, the Participating Organization or community with which your account is associated, your use of a campus or similar credential, or the Participating Locations at which USEFULL Products are checked out or returned. Information regarding the location of a checkout or return reflects the USEFULL location or station at which the applicable transaction occurred and is derived from the transaction itself.

USEFULL’s collection, use, disclosure, retention, and protection of personal information, and the privacy rights and choices that may be available to you, are described more fully in the USEFULL Privacy Policy.

Please review the Privacy Policy carefully.

AVAILABILITY AND CHANGES TO THE SERVICE.

11.1 Availability. USEFULL does not guarantee that any particular USEFULL Product, Participating Location, return location, feature, membership level, or other portion of the Service will be available at all times. Availability may be affected by demand, inventory, cleaning and maintenance, repairs, Participating Location operations, technology outages, events beyond USEFULL’s reasonable control, or other circumstances.

11.2 Changes to the Service. USEFULL may add, modify, suspend, or discontinue features or portions of the Service from time to time. Where reasonably practicable, USEFULL will provide appropriate notice if it materially discontinues a paid Service on which users reasonably rely.

SUSPENSION AND TERMINATION.

12.1 By You. You may stop using the Service at any time and may close your account or cancel an applicable subscription through the methods made available by USEFULL. Closing your account or terminating your subscription does not eliminate payment obligations incurred before termination or your obligation to return outstanding USEFULL Products.

12.2 By USEFULL. USEFULL may suspend or terminate your access to all or part of the Service if:

(a) you materially or repeatedly violate these Terms;

(b) amounts properly due from you remain unpaid;

(c) USEFULL reasonably believes your account is being used fraudulently or without authorization;

(d) your use of the Service creates a material security, safety, legal, or operational risk;

(e) continued provision of the Service would violate applicable law; or

(f) USEFULL discontinues the applicable program or Service.

USEFULL may take immediate action where reasonably necessary to address fraud, security, safety, unlawful conduct, or material harm.

USEFULL may also terminate or discontinue a program for legitimate business reasons. If USEFULL terminates a prepaid consumer subscription without cause before the end of the applicable prepaid period, USEFULL will provide any refund required by applicable law and, where appropriate, a prorated refund for the unused portion of the prepaid subscription.

12.3 Effect of Termination. Upon termination, your right to access and use the affected portions of the Service ends. You remain responsible for returning all USEFULL Products checked out to your account and for amounts properly incurred before termination. Sections of these Terms that by their nature should survive termination will survive, including provisions concerning ownership, accrued payment obligations, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND USEFULL PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” USEFULL DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

USEFULL does not warrant that the Service will be uninterrupted, error-free, secure, or continuously available; that any particular USEFULL Product, Participating Location, or return location will be available; or that defects or interruptions will always be corrected.

USEFULL does not make warranties regarding food, beverages, products, or services provided by independently operated Participating Locations.

Some jurisdictions do not permit the exclusion of certain warranties or provide consumers with statutory rights that cannot be waived. Nothing in these Terms excludes, restricts, or modifies any warranty, right, or remedy that cannot lawfully be excluded, restricted, or modified.

ASSUMPTION OF ORDINARY RISKS. You acknowledge that use of reusable food and beverage containers involves ordinary risks associated with food and beverage consumption and handling. You are responsible for reasonably inspecting a USEFULL Product before use as described in Section 6 and for using USEFULL Products in a reasonable manner consistent with their intended purpose.

Nothing in these Terms is intended to require you to assume risks arising from USEFULL’s gross negligence, reckless or intentional misconduct, or any liability that cannot lawfully be waived or limited.

LIMITATION OF LIABILITY.

15.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USEFULL AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICE, ANY USEFULL PRODUCT, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF USEFULL AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICE, ANY USEFULL PRODUCT, OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO USEFULL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

15.3 Exceptions. The limitations in this Section do not apply to liability that cannot be excluded or limited under applicable law. Because some jurisdictions do not allow certain exclusions or limitations of liability, some of the limitations above may not apply to you, and you may have additional rights under applicable law.

INDEMNIFICATION. To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless USEFULL and its affiliates, and their respective directors, officers, employees, and agents, from third-party claims and related liabilities, damages, losses, and reasonable costs and expenses, including reasonable attorneys’ fees, arising from:

(a) your material breach of these Terms;

(b) your unlawful or fraudulent use of the Service;

(c) your intentional misuse, destruction, unauthorized transfer, or alteration of a USEFULL Product; or

(d) your violation of the rights of a third party.

Your obligations under this Section will be reduced to the extent a claim results from the gross negligence, willful misconduct, or violation of law by USEFULL or another person seeking indemnification.

DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

17.1 Informal Dispute Resolution. Before initiating arbitration, you and USEFULL agree to make a good-faith effort to resolve the dispute informally. A party seeking to initiate a dispute must provide the other party written notice describing the nature and basis of the dispute and the relief requested. If the dispute has not been resolved within thirty (30) days after receipt of the notice, either party may commence arbitration. Nothing in this Section prevents either party from bringing an eligible claim in small claims court as provided below.

17.2 Agreement to Arbitrate. Except for disputes expressly excluded below, you and USEFULL agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, any USEFULL Product, or your relationship with USEFULL will be resolved through final and binding individual arbitration rather than in court.

This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”).

17.3 Exceptions. Notwithstanding Section 17.2:

(a) either party may bring an individual action in small claims court if the action qualifies for and remains solely in that court; and

(b) either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction where necessary to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights pending final resolution of the dispute.

17.4 Arbitration Rules. Arbitration will be administered by the American Arbitration Association (“AAA”) pursuant to its applicable Consumer Arbitration Rules then in effect, as modified by this Section. If there is a conflict between these Terms and the applicable AAA rules, these Terms will control to the extent permitted by applicable law and the AAA rules.

The arbitrator will have authority to award the same individualized remedies that would be available in court, subject to these Terms and applicable law.

17.5 Location and Manner of Arbitration. Unless the parties agree otherwise, arbitration may be conducted by telephone, videoconference, on written submissions, or through an in-person hearing reasonably convenient to you, as permitted or required by the applicable AAA rules. USEFULL will not require a consumer to travel to Massachusetts for an in-person arbitration if applicable law or the AAA rules entitle the consumer to a more convenient forum.

17.6 Arbitration Fees. Payment of filing, administration, case-management, hearing, and arbitrator fees will be governed by the applicable AAA Consumer Arbitration Rules and applicable law. USEFULL will pay fees that it is required to pay under those rules or applicable law.

17.7 Authority of Arbitrator. Except to the extent applicable law requires a court to decide a particular issue, the arbitrator will have authority to resolve disputes concerning the interpretation, applicability, enforceability, or formation of this arbitration agreement.

17.8 Individual Proceedings; Class Action Waiver. YOU AND USEFULL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Unless you and USEFULL agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person or preside over any form of class, collective, consolidated, or representative proceeding.

17.9 Jury Trial Waiver. TO THE EXTENT A DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND USEFULL EACH WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.

17.10 Opt-Out Right. You may opt out of the arbitration agreement contained in this Section 17 by providing USEFULL written notice within thirty (30) days after the date you first accept these Terms.

Your notice must include your full name, the email address or other identifier associated with your USEFULL account, and an unambiguous statement that you wish to opt out of the arbitration agreement in the USEFULL Terms of Service.

The notice must be sent to [INSERT ARBITRATION OPT-OUT EMAIL OR MAILING ADDRESS].

Opting out of arbitration will not affect the other provisions of these Terms or your ability to use the Service.

17.11 Changes to Arbitration Agreement. If USEFULL materially changes this Section 17 after the date you last accepted it, USEFULL will provide notice of the change as required by applicable law.

To the extent required by applicable law, you may reject the revised arbitration provision within thirty (30) days after the revised provision becomes effective by providing written notice to USEFULL at the address specified in Section 17.10.

If you validly reject a revised arbitration provision, the version of the arbitration agreement that you most recently accepted will continue to govern disputes between you and USEFULL.

17.12 Severability. If any portion of this Section 17 is determined to be unenforceable, that portion will be severed and the remainder will remain effective to the maximum extent permitted by law, except that if the class action waiver in Section 17.8 is finally determined to be unenforceable with respect to a particular claim or request for relief and that determination permits the claim to proceed on a class, collective, or representative basis, that claim or request for relief will proceed in a court of competent jurisdiction rather than arbitration.

CHANGES TO THESE TERMS. USEFULL may update these Terms from time to time to reflect changes to the Service, our business practices, applicable law, or for other legitimate reasons. If USEFULL makes a material change to these Terms, USEFULL will provide reasonable notice through the Service, by email, or through another appropriate means and, where required by applicable law or where USEFULL determines appropriate, require you to affirmatively accept the revised Terms before continuing to use the Service. Non-material changes may become effective when the revised Terms are posted or on the effective date identified in the revised Terms.

Except as otherwise expressly provided in Section 17 with respect to arbitration, your continued use of the Service after revised Terms become effective constitutes your acceptance of the revised Terms to the extent permitted by applicable law.

Changes will apply prospectively unless applicable law permits or requires otherwise.

GOVERNING LAW; COURT PROCEEDINGS. Except as otherwise provided in Section 17 or required by applicable law, these Terms and any dispute arising out of or relating to these Terms or the Service will be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles.

To the extent a dispute is not subject to arbitration and may properly be brought in court, you and USEFULL consent to the jurisdiction of the state and federal courts located in or serving Boston, Massachusetts, except to the extent applicable consumer law entitles you to bring an action in another jurisdiction.

Nothing in these Terms deprives you of protections afforded by mandatory laws applicable to you that cannot contractually be waived.

GENERAL TERMS.

20.1 Entire Agreement. These Terms, together with any program-specific terms expressly incorporated into these Terms, constitute the entire agreement between you and USEFULL concerning your use of the Service and supersede prior or contemporaneous agreements concerning the same subject matter.

20.2 No Waiver. A party’s failure to exercise or enforce a right or provision of these Terms does not constitute a waiver of that right or provision.

20.3 Severability. Except as specifically provided in Section 17, if any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

20.4 Assignment. You may not assign or transfer these Terms or your account without USEFULL’s prior written consent.

USEFULL may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, financing, reorganization, sale of assets, operation of law, or other transfer of all or a material portion of its business or assets, or to an affiliate, provided that the assignment does not materially reduce your rights under these Terms except as permitted by applicable law.

20.5 Force Majeure. USEFULL will not be responsible for a delay or failure to perform resulting from circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, epidemic or pandemic, labor disruptions, governmental actions, telecommunications or utility failures, transportation disruptions, cyberattacks, or failures of third-party infrastructure, except to the extent otherwise required by applicable law.

20.6 No Third-Party Beneficiaries. Except as expressly provided in these Terms, these Terms do not create rights in any third-party beneficiary.

20.7 Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, employment, franchise, fiduciary, or agency relationship between you and USEFULL.

20.8 Electronic Contracting. Your electronic acceptance of these Terms has the same force and effect as a handwritten signature to the extent permitted by applicable law.

20.9 Interpretation. Section headings are for convenience only and do not affect interpretation. The words “include,” “includes,” and “including” mean “including without limitation.” The singular includes the plural and vice versa where appropriate.