Storage Agreement

The Renter wishes to be provided with Storage Services (“Services”, defined below) by Second Closet, and Second Closet agrees to provide the Services to the Renter on the terms and conditions of this Agreement.

KEY TERMS OF THE AGREEMENT

1.1 Services

Second Closet shall provide the following services ("Services") to the Renter in accordance with the terms and conditions of this Agreement and their customized storage plan:

(i) Deliver packing supplies and/or Storage Boxes to the address designated as the delivery address (the “Delivery Address”);

(ii) Collect the Storage Boxes and/or Bulky Items from your Delivery Address;

(iii) Transport your packed Storage Boxes and/or Bulky Items to a registered storage facility for storage; and

(iv) Upon request for a return, to return the packed Storage Boxes and/or bulky items to the designated Delivery Address. The foregoing storage services shall be referred to under this Agreement as “Storage Services.”

1.2 Delivery of the Services* (See Schedule A for detailed explanation)

a. Start date: Second Closet shall commence the provision of the Services on DATE.

b. Completion date: Second Closet shall cease to provide the Services on request. If Second Closet does not receive written specific instructions from a Renter, Second Closet will continue to bill the Renter on a monthly basis at the agreed monthly storage rate.

c. Key Dates: Second Closet agrees to provide the following parts of the Services at the specific dates set out below:

(i) DATE: Deliver ‘Number of Standard Boxes’ to the Renter

(ii) DATE: Pick up and transport the packed Storage Boxes*(See Section 1.3)

1.3 Site

Second Closet shall provide the Services at the following site(s):

a. 1500 Lodestar Road (primary)

b. 55 Kelfield Road (secondary)

1.4 Price

As consideration for the provision of the Services by Second Closet, the applicable fees for the provision of the Services:

Bankers Box: $3/mo

Regular Box: $6/mo

Oversized Box : $9/mo

Bulky Item: $9/mo

Extra-Bulky Item: $18/mo

Super-Bulky Item: $27/mo

Ultra-Bulky Item: $36/mo

Note: You may receive an “all-in” quote from an authorized representative.

If you have any questions regarding the category your item will fall under, visit our website at www.secondcloset.com or contact one of our Storage Specialists at 1-888-800-2824.

1.5 Payment

a. The Renter agrees to pay the Price to Second Closet on the following dates:

i. At time of Collection – full payment made by Credit Card

ii. Monthly payments of the ‘Monthly Fee’ (+HST) on the same ‘DATE’ of each month after this Agreement takes effect

iii. At time of retrieval - full payment due within 24hrs of dropping off Storage Boxes

b. Second Closet shall invoice the Renter directly via e-mail transmission (unless otherwise stated) for the Services that it has provided to the Renter on a monthly basis after the time of the collection.

c. The Renter shall pay such invoices within 7 days of their receipt from Second Closet.

d. The method of payment of the Price by the Buyer to the Service Provider shall be by Credit card payment through Stripe

1.6 Non-Payment

a. In the event of non-payment Second Closet has the right withhold or dispose (i.e. throw out or sell) of goods. Second Closet shall have this right, if, either:

(i) you do not pay any applicable fees or other payments due under this Agreement, or

(ii) you abandon your Goods, which will occur in the event that your Second Closet subscription terminates and you fail to take possession of your Goods within 90 days from the termination date, despite Second Closet’s attempts to get in contact with you for payment and/or instructions.

b. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by Second Closet to the Renter under this Agreement and as such shall be payable by the Renter to Second Closet in addition to all other charges payable hereunder.

1.7 Length of Contract

There is no minimum contract length with Second Closet. Any client storing less than 1 month will be subject to a minimum payment of 1 months (payment for the full one-month period) plus an early withdrawal fee that’s twice the regular withdrawal fee ($50 as opposed to $25).

GENERAL TERMS OF THE AGREEMENT

2.1 Warranty

a. Second Closet represents and warrants that:

i. it will perform the Services with reasonable care and skill; and

ii. the Services and the Materials provided by Second Closet to the Renter under this Agreement will not infringe or violate any rights of any third party.

2.2 Limitation of liability

a. Subject to the Renter’s obligation to pay the Price to Second Closet, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.

b. To the extent it is lawful to exclude the following heads of loss and subject to the Renter’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.

c. Nothing in this Clause 2.2 will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.

2.3 Term and Termination

a. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance to section 1.6, or until the notice of Completion Date.

b. Either Party may terminate this Agreement upon notice in writing if:

i. the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or

a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.

c. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

2.4 Relationship of the Parties

The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

2.5 Confidentiality

Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

2.6 Notices

Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, registered mail, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:

a. registered mail, 2 days from the date of posting;

b. hand or by facsimile transmission, on the date of such delivery or transmission; and

c. electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.

2.7 Miscellaneous

a. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

b. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.

c. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.

d. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.

e. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

f. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other

g. This Clause 2.8(g) and Clauses 2.2, 2.4, 2.5, 2.6 and 2.7 of this Agreement shall survive any termination or expiration.

Jurisdiction

This Agreement shall be treated as though it were executed and performed in Toronto, Ontario, and shall be governed by and construed in accordance with the laws of Canada (without regard to conflict of law principles). The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in the City of Toronto. The User expressly submits to the exclusive jurisdiction of said courts and consents to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Failure of Second Closet to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

SCHEDULE A - OTHER CONDITIONS

Location

Second Closet currently services the Toronto area. Second Closet may be able to currently assist in other areas. Other areas outside of Toronto will need pre-approval from a Second Closet representative, in writing.

Second Closet Storage Boxes

Second Closet will only pick up Storage Boxes supplied by Second Closet. You cannot use your own storage boxes or other storage boxes that you did not acquire from Second Closet. Once the Storage Box has been returned to you, Second Closet transfers the ownership of the box to you and the Storage Boxes belong to you.

Delivery and Collection of Boxes

Upon request, a specified number of boxes will be delivered to the Delivery Address free of charge. You acknowledge and accept that you must pack these boxes within 14 days of receiving them or you will be subject to a box rental fee of $4/box/month or as per the fee schedule for expenses incurred by Second Closet for delivering the Storage Boxes to you.

A customer has up until 24 hours prior to the delivery being made to change or cancel the delivery. If the customer does not notify Second Closet within 24hours of the delivery window, they will be subject to the full delivery charge payment.

Weight of Storage Boxes

No Storage Boxes, when packed, may exceed the maximum weight limit of 50 lbs.

Authorized Representative Present

Please also ensure that you or an authorized representative on behalf of you is present during the Collection and Return.

If no one is present to receive the delivery by Second Closet within 15 minutes of the scheduled delivery time, then Second Closet will leave and the delivery will be considered as a last minute cancellation. In such circumstances, Second Closet reserves the right to charge for the delivery.

Estimated Times - Delivery, Collection, Return

The confirmed times given for delivery, collection, and return are estimates and Second Closet shall not be liable for any delay in either of the delivery, collection, or return.

Second Closet may postpone or cancel a delivery, collection, or return of Storage Boxes in the event that Second Closet believes, in its sole discretion, that it may endanger any Second Closet employee, agent, contractor or other individual due to (including but not limited to the following: severe weather conditions, limited access to the Delivery Address.

Parking Authorization and Clearance

It is your responsibility to advise and ensure Second Closet of the parking arrangements for your dwelling. Second Closet will not assist in obtaining any clearances, authorizations or parking permits.

Packing Details

Second Closet will not be responsible for: (i) dismantling or assembling any unit, system, or furniture (including flat pack); (ii) disconnecting, reconnecting, dismantling or reassembling appliances, fixtures, fittings or equipment; or (iii) packing Goods into Storage Boxes.

Second Closet will NOT include any other accessories you may discover you need at the time of packing (paper, bubble-pack, tape). However, many of these items can be purchased from Second Closet in advance.

All boxes must be sealed properly with the zip-ties that Second Closet has provided. Second Closet will provide instructions for properly packing bins. If the bins cannot be stacked i.e. the lids will not fully close, then Second Closet will not be able to store the bins.

Box Pick Up

Second Closet will not enter the client’s residence or workplace to retrieve the boxes or to assist in bringing them outside. The client must ensure that all boxes are ready and stacked by the entrance to their residence.

Empty Box Return

All boxes that have been used by a client must be returned clean (i.e. no visible residue within the boxes). If a client returns the boxes dirty they will be subject to a $3/dirty box cleaning fee.

Insurance Coverage

The coverage we provide is to protect against the unlikely event that items get damaged, stolen, or lost during storage or transportation. We ask our customers to state the approximate value of their goods where possible, particularly if the items being stored are of extremely high value (notification by email is fine). Claims, either individual or aggregate, cannot exceed $2,000 per account. If you anticipate storing items valued at over $2,000, it would be advisable to purchase additional valuation. To inquire about additional valuation or to report a claim, please contact [email protected]

Please note, if you have renters or homeowners insurance, your personal articles policy should provide coverage for your items while in storage. Please contact your insurance provider for more detailed information.

Prohibited Goods for Storage

You hereby accept that you own the Goods, which you are storing, or that you otherwise have the right and authority to store and use the Goods in accordance with this Agreement.

Provincial laws determine what may be stored. Do not store any illegal substances, explosives or firearms. When storing equipment with batteries, disconnect the battery cables to any equipment and remove any batteries.

You acknowledge and accept that the Goods must not include and you must not store any of the following: live animals, perishables, liquids, explosives, flammable liquids and fuels, toxic materials, valuables, jewelry, money or securities, works of art or craftsmanship, items that need a controlled environment, or any other items in which the possession, usage, or storage of which may detrimentally affect anything outside of your Storage Box or violate in any way the laws of Canada or any other applicable laws, rules, or regulations (collectively, “Prohibited Goods”).

Privacy & Storage

Second Closet or its contractors will not at any time without notifying you open any Storage Boxes to inspect the Goods, unless, as is required by law to do so by police, fire services, local authorities or by court order; or (iii) considers it necessary, in its sole discretion, in an emergency or to prevent injury or damage to persons or property.

Second Closet may refuse to store any Goods, or may return to you any Goods, at your cost, at any time, if, in Second Closet’s sole discretion, the storage, or continued storage, of the Goods would represent a risk to the safety of any person, the security of the storage site, or any other goods stored at the storage site.

Limited Warranty of Goods

Second Closet provides you with a limited security warranty for your Goods as per the terms and conditions agreed upon with our affiliate Storage Facilities.