Terms and Conditions of Pod Lease

At Ava Pods, we’re committed to making high-quality, thoughtfully designed lactation space solutions - and to being an easy, reliable partner to work with. We believe clear expectations lead to better experiences on both sides. This document explains how your lease of non-customized Solo or Slide Lactation pod equipment (the “Equipment”) from Mamava, Inc. (dba Ava Pods) (“Ava Pods”) works, including each party’s rights and responsibilities. While it’s more detailed than a typical website summary, it’s intended to be straightforward and transparent, so you know exactly what to expect. If you ever have questions, our team is here to help.

Please read this agreement carefully.  By leasing Equipment from Ava Pods: (1) you agree to be bound by this Agreement; and (2) you acknowledge that this Agreement contains an agreement to arbitrate, meaning that you will not be able to bring a lawsuit concerning any dispute that is covered by the arbitration agreement, unless it involves a question of constitutional or civil rights. Instead, you and Ava Pods each agree to submit any dispute to an impartial arbitrator.

1. Our Agreement. The Equipment lease order (the “Lease Order”) will set forth the terms of your specific Equipment lease, including, but not limited to, the lease start date, the lease term, and your monthly lease payment amounts and remittance terms. Your Lease Order, these Ava Pods Terms and Conditions of Pod Lease, and the Express Warranty (defined below) (collectively, this “Agreement”) constitute the entire binding agreement by and between the lessor of the Equipment (“you”, or “your”) and Ava Pods relating to your lease and use of the Equipment. If you are leasing Equipment on behalf of an end user customer, you represent that you: (i) have the authority to bind the end user customer to this Agreement and (ii) accept this Agreement on behalf of yourself and the end user customer. This Agreement supersedes all other agreements and understandings, whether written or oral, by and between the parties relating to the lease of the Equipment. Notwithstanding anything to the contrary, whether executing a quotation, proposal, standing order, or letter of authorization, or by accepting delivery of the Equipment, you agree to be bound by and accept the terms of this Agreement. No additions, conditions, or modifications will be binding on Ava Pods unless agreed to in writing by Ava Pods. 

When you execute the Agreement, any of your Affiliates may lease Equipment under this Agreement by issuing a Lease Order to Ava Pods. In these cases, the Affiliate’s lease will be subject to the terms and conditions of this Agreement to the exclusion of any other terms, and, with respect to the Equipment leased by the Affiliate, Ava Pods' obligations and rights will run exclusively to the Affiliate, and the Affiliate’s obligations and rights will run exclusively to Ava Pods.  “Affiliate” means any other legal entity which directly or indirectly controls, is controlled by, or is under common control with, your legal entity. 

These Ava Pods Terms and Conditions of Pod Lease may be updated or amended from time to time by Ava Pods without notice to you; a copy of the updated terms will be available for your review at https://www.avapods.com/pod-lease-terms-conditions. You agree to be bound by the most recent version of the Terms. 

2. Terms of Lease. You acknowledge that the Equipment you receive may be new or refurbished. Refurbished equipment has been inspected by Ava Pods and meets Ava Pods' specifications but may have minor cosmetic imperfections. The Equipment is being provided to you as a lease; you do not own the Equipment. During the Lease Term you are responsible for: (a) ensuring that the Equipment is used in accordance with the applicable instructions and all applicable laws; and (b) all risk of loss or destruction of or damage to the Equipment. Accordingly, you agree to maintain, at your own expense, adequate insurance covering risk of loss, damage, or theft of the Equipment. Ava Pods may, but need not, file UCC financing statements to give public notice of Ava Pods' ownership of the Equipment. You shall not pledge, encumber, or permit any lien against the Equipment, or make any representation which is inconsistent with Ava Pods' ownership. 

Your applicable Equipment lease payment shall be due and payable on a monthly basis in accordance with the Lease Order. Your third-party financing company will remit the fees to Ava Pods on your behalf so long as you remain current on your payments to the financing company. 

3. Shipping. Ava Pods does not guarantee that any Equipment will be shipped by a specific date. Ava Pods' lease payment amounts include delivery to your location during normal business hours. Upon prior written agreement, you may arrange for additional shipping and handling services for an additional fee, which services may include airport, construction site, military base, trade show deliveries, limited access, holiday/weekend delivery, delivery outside of normal business hours, expedited or guaranteed service, notification prior to delivery, or large city delivery (ex., NYC, Boston, Seattle).
4. Inspection; Express Warranty Coverage. Unless you object within five (5) calendar days after installation of the Equipment, specifying any defect in the Equipment, it will be conclusively presumed that you have fully inspected the Equipment and are satisfied that Equipment is in compliance with Ava Pods' manufacturer’s warranty which may be found at http://www.avapods.com/warranty (the “Express Warranty”). Per Section 2, refurbished Equipment may have minor cosmetic imperfections; such imperfections are not a basis for rejection of the Equipment. During the Lease Term, and provided that you remain current on all of your lease payment obligations, the Equipment will be covered by the applicable terms of the Express Warranty.
5. Specifications; Installation; De-Installation. You are responsible for reviewing the Equipment specifications at http://www.avapods.com to ensure that your location for the Equipment is suitable, in terms of ingress/egress, safety, lighting, structural support, and adequate access to required utilities. The Equipment may only be located and used indoors; you are responsible for ensuring that the Equipment is adequately protected from the elements. As between you and Ava Pods, and unless resulting from Ava Pods' gross negligence of willful misconduct, you are solely responsible and liable for: (i) ensuring that your placement and use of the Equipment comply with all federal, state and local laws, rules, orders, and permits; (ii) all Equipment maintenance and cleaning. 

Your lease includes up to four (4) hours of Equipment preparation and assembly time, and up to two (2) hours of Equipment de-installation and removal time – in each case during normal business hours using non-union labor. If you would like Equipment installation or de-installation to occur outside of normal business hours or if you require use of union labor, additional fees will apply. 

6. Your Responsibilities. You are responsible for ensuring the continual safety, privacy, accessibility, cleanliness, and legal compliance of the lactation space(s) you provide for users. Accordingly, you represent and warrant that: (i) the placement, maintenance and use of the Equipment will comply with the instructions for use and the applicable specifications at http://www.avapods.com; (ii) you will not make any alterations to the Equipment.
7. Intellectual Property; Limited Software License. All content on Ava Pods' website, including text, images, graphics, and logos, is owned by Ava Pods or its licensors and is protected by applicable intellectual property laws. Ava Pods' names, logos, and trademarks may not be used without Ava Pods' prior written consent. You agree not to alter, mask or remove any Ava Pods branding, signage, asset tags, ownership tags, patent or other information attached to or displayed on the Equipment. 

In consideration for your compliance with this Agreement, Ava Pods hereby grants you a nonexclusive, nontransferable, time-bound personal license to use the Equipment software (“Software”) according to these terms and the Equipment License Agreement at https://www.avapods.com/end-user-license-agreement. You acknowledge and agree that: (i) all right, title, and interest in and to the Software, including intellectual property rights associated therewith, are and will remain with Ava Pods; (ii) this Agreement only provides you with a limited right of use in accordance with the terms of this Agreement, which right automatically terminates upon the expiration or earlier termination of the Lease Term; (iii) while Ava Pods has the right to automatically modify, update, or upgrade the Software, it has no obligation to do so. 

8. Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY: (I) THE EQUIPMENT IS PROVIDED “AS IS”; (II) AVA PODS MAKES NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING THE EQUIPMENT; (III) AVA PODS DISCLAIMS ANY LIABILITY FOR LOSS, DAMAGE, OR INJURY TO YOU OR THIRD PARTIES AS A RESULT OF ANY DEFECTS, LATENT OR OTHERWISE, IN THE EQUIPMENT.
9. Limitation of Liability. IN NO EVENT SHALL AVA PODS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. Excluding damages resulting from Ava Pods' gross negligence or willful misconduct, Ava Pods' maximum liability in connection with this Agreement will not exceed the amounts actually paid by you to Ava Pods for your lease of the Equipment.
10. Basis of the Bargain.  You acknowledge that Ava Pods has set its lease payments and entered into the Agreement in reliance upon the limitations and exclusions of liability and the disclaimers of warranties in this Agreement, that these provisions are an essential part of the contract between the parties, and THAT AVA PODS' LEASE PAYMENT AMOUNTS WOULD BE HIGHER IF YOU HAD NOT AGREED TO THESE PROVISIONS.
11. Financing. This Agreement binds you, regardless of any financing arrangements, subrogations or assumptions. You acknowledge that: (i) Ava Pods may have a contractual relationship with one or more third-party financing companies, wherein such companies have agreed to offer financing to Equipment lessee customers if they meet certain financial criteria; (ii) Ava Pods is not a party to any resulting financing agreements which you may enter with any third-party financing company.
12. Default; Remedies. If you fail to make any lease payment when due, otherwise breach this Agreement, or become insolvent, Ava Pods may terminate the Agreement upon written notice to you, at which point you agree to cooperate with Ava Pods to allow Ava Pods to deinstall and remove the Equipment within ten (10) business days of termination notice. Ava Pods' rights and remedies are cumulative, and no delay or failure to enforce a right constitutes a waiver of that right. 
13. Notices. All notices under this Agreement will be in writing and (except for invoice delivery, or delivery of other standard commercial documents, which may be via email) will be sent by registered mail: if to Ava Pods: Mamava, Inc. (dba Ava Pods), 50 Lakeside Ave, Mailbox 101, Burlington VT 05401, ATTN: TIME-SENSITIVE LEGAL NOTICE; if to you: to the address on the Lease Order.
14. Severability; Assignment. If any provision of the Agreement is determined by an arbitrator or court of competent jurisdiction to be unenforceable, then it will be enforced to the maximum extent permitted by law, and the parties agree that the scope may be judicially modified accordingly and the remainder of this Agreement will remain in effect. This Agreement may not be assigned by you without Ava Pods' prior written consent, which will not be unreasonably withheld. This Agreement is binding on and inures to the benefit of the parties’ heirs, successors and permitted assigns.
15. Force Majeure. Ava Pods is not responsible for delays or failures caused by events beyond its reasonable control, including natural disasters, acts of God, governmental actions, pandemics, strikes, wars, terrorist actions, supply chain disruptions, failure of communication lines or Internet service, etc.
16. Entire Agreement; Survival. This Agreement is the complete and exclusive agreement regarding the Equipment. Any amendment or waiver must be in writing and signed by the applicable party. Provisions that by their nature should survive delivery - including remedies for lease nonpayment, limited warranties, limitations of liability, intellectual property rights, dispute resolution, and limitation on time to file claims - will survive.
17. AGREEMENT TO ARBITRATE; Governing Law and Jurisdiction. This Agreement is made in and will be governed by the laws of the State of Vermont. Any dispute between the parties in connection with this Agreement that is not settled to the parties’ mutual satisfaction shall be determined by recourse to mediation and, if necessary, arbitration before one arbitrator. The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures (Comprehensive Arbitration Rules and Procedures). Mediation and, if necessary, binding arbitration, may be conducted exclusively by written and telephonic submission and videoconferencing. If in person, all mediation or arbitration will take place in Burlington, Vermont. The parties will share the costs of the mediator and, if necessary, the arbitrator(s) equally. All individual attorney fees, witness costs and all other expenses of the parties will be the sole responsibility of the respective parties. In the event that the arbitrator rules in favor of one party, the arbitrator will have the right to also award to the winning party costs and fees (including reasonable attorneys’ fees) in connection with the dispute. Following conclusion of binding arbitration, a judgment may be filed in the courts of the state in which the judgment debtor maintains its principal place of business or residence. By executing this Agreement, the parties expressly consent to the personal jurisdiction of those courts and give them the power and authority to enforce the arbitration award.
18. Limitation on Time to File Claims. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE EQUIPMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.