ORDERS AND PAYMENTS (a) Orders. You may place an order for Products (each an “Order” and collectively, the “Orders”) via the Website. No Order is binding upon Filters Now until such Order has been accepted by Filters Now and You receive a confirmation and/or receipt. Filters Now must receive payment before it will accept an Order. Filters Now reserves the right, in its sole and absolute discretion, to refuse to sell or supply products or services to anyone or to accept or reject any Order. Orders may be for either (i) a one-time purchase of Products or (ii) a Subscription for recurring purchases of Products, in each case as more fully set forth below: One Time Purchase: You may place an Order for a one-time purchase of Products, in which case You will receive a one-time delivery of only the Products specified in such Order. You will not receive any future deliveries of Products unless You place another Order and no automatic delivery of Products will occur. Subscription: You may register for a subscription for the automatic purchase and delivery of Products (a “Subscription”), with such deliveries being made at regular intervals based on the schedule selected by You. You agree that your Subscription will continue, and that You will be responsible for payment of the quoted price, plus shipping, in respect of all deliveries of Products, until You expressly cancel your Subscription or we no longer offer the subscription service. You acknowledge that You are responsible for canceling your Subscription if You desire to cease receiving scheduled deliveries of -2- Products. Furthermore, You agree that we have the right to cancel all or a part of your Subscription and any Orders at any time and for any reason in our sole discretion. (b) Payment Terms. Payment for Product(s) ordered is due prior to shipment by Filters Now and your credit card will be charged at the time you place your Order. For recurring Orders which are part of your Subscription, your credit card will be charged the quoted price, plus shipping when the next scheduled shipment is processed. You agree to pay the amount(s) due as specified on the Order confirmation screen. Filters Now accepts only credit/debit card payments from the following credit card companies: Visa, MasterCard, Discover and American Express. You agree to pay all fees in connection with any Order and/or your Subscription. You shall be responsible for paying any sales and use taxes and shipping and handling fees that may apply to your purchase of any Products or your Subscription based on the address that you provide as the shipping address when you place an Order and/or register for a Subscription. All orders shipped to Alabama or North Carolina will be charged sales tax. You authorize Filters Now or the third party payment processing service provider that we engage to charge your credit card for all Product costs and any such taxes and fees. If you have a Subscription, You also authorize Filters Now or the third party payment processing service provider to retain your credit card information and charge your credit card to process payments for recurring Subscription deliveries until You cancel your Subscription. If you do not pay on time or if your credit card cannot be charged for any reason, Filters Now reserves the right to either suspend or terminate your customer account, your Subscription or any Order. All sales and payments will be in US Dollars. Your total cost for the purchase of any Product will include all charges and expenses (including, but not limited to, taxes and shipping and handling charges) set forth on the order confirmation screen when You place your Order on the Website. Filters Now hereby reserves, and you hereby grant to Filters Now, a purchase money security interest in all Product(s) until payment in full to Filters Now of all amounts owed in respect of such Product(s). You hereby authorize Filters Now to executed and file any and all documents reasonably necessary to perfect or protect such lien. (c) Backorders. Filters Now does not sell backordered merchandise. We will not purposely accept an Order for any Product that we do not have physically in stock at the time of the Order. However, occasional inventory discrepancies may occur due to inaccurate inventory counts or because remaining items in stock are damaged and/or are otherwise not in suitable condition for sale. In that event, we will refund your credit/debit card for the item, along with any applicable tax fees and shipping charges. An automated email will be sent to the email address you provided when creating your Filters Now customer account. (d) Changes to Orders. You may request a change to an Order at any time before your Order has been processed. In order to request a change to your Order, please call 1-855- 523-4340 during Filters Now normal hours of operation (Monday through Friday, 8:00 A.M. to 5:00 P.M. Central Standard Time). Please have your Order number or customer number ready for better assistance. All change requests received after an Order has been -3- processed must be handled through the normal procedures for returns/refunds described below. (e) Cancellation of orders. One Time Orders. You may request cancellation of an Order so long as the Order has not already been processed and shipped. In order to request cancellation of an Order, please call 1-855- 523-4340 during Filters Now's normal hours of operation (Monday through Friday, 8:00 A.M. to 5:00 P.M. Central Standard Time). Please have your Order number or customer number ready for better assistance. You will receive a credit for the full amount of the Order to your credit/debit card in approximately 3-4 business days. All cancellation requests received after an Order has been processed must be handled through the normal procedures for returns/refunds described below. Subscriptions: You may cancel your Subscription at any time through your account on the Website or by calling 1-855- 523-4340 during Filters Now's normal hours of operation (Monday through Friday, 8:00 A.M. to 5:00 P.M. Central Standard Time). Please have your customer number ready for better assistance. Notwithstanding any cancellation of your Subscription, you shall still be responsible for any Order processed and shipped prior to the cancellation of your Subscription. If you wish to return any Products delivered pursuant to an Order processed and shipped prior to cancellation of your Subscription, such returns/refunds must be handled through the normal procedures for returns/refunds described below. SHIPPING AND DELIVERY Filters Now processes most Orders within approximately 24 to 48 hours after receipt of such Order, provided the ordered Products are in stock and there are no problems with payment verification. We do not guarantee same-day processing or shipping. Orders are not processed on weekends or holidays. No deliveries will be made on Saturday or Sunday. Filters Now does not offer international/Canadian shipping options at this time. Filters Now will arrange for shipment Products, Free On Board (F.O.B.) Filters Now’s shipping point. Title to the Product(s) and risk of loss passes to You upon delivery to the carrier. Filters Now will advise You of estimated shipping dates, but You hereby acknowledge and agree that all such estimated dates simply Filters Now’s best estimate and are not firm commitments. TECHNICAL SUPPORT Please contact us directly for answers to your technical questions regarding the Website or any Products or for additional information or specifications that are not posted on the Website. You may call us at 1-855- 523-4340 or email us at [email protected] PRODUCT INFORMATION AND REVISIONS Filters Now strives for accuracy in all Product descriptions, photographs, compatibility references, detailed specifications, pricing, links and any other product-related information referenced on the Website. However, we do not guarantee that all Product descriptions, photographs, compatibility references, detailed specifications, pricing, links and other Product-related information listed on the Website are entirely accurate, complete or current, and we do not assume responsibility for errors, changes or variations in such items. We strive to ensure that all Product information is up-to- date and accurate, but there are circumstances which, although infrequent, could cause the information on the Website to become outdated without our immediate knowledge. This includes, but is not limited to, the introduction of new versions or revisions, color deviations, retail package alterations and other variations that may be considered inconsequential by the manufacturer. Filters Now relies on the manufacturer to communicate these changes. Filters Now will not be responsible for minor deviations from the information listed on the Website due to such product revisions or updates. In the event a Product listed on the Website is labeled with an incorrect price or other information due to a typographical, informational, technical or other error, Filters Now may, in its sole discretion, refuse and/or cancel any Order for said Product and amend, correct and/or remove the inaccurate information from the Website. Prices, specifications and terms of offers are subject to change without notice. Filters Now reserves the right to replace or discontinue the sale of any Products offered on the Website at any time and for any reason. Filters Now may, in its sole discretion, provide a reasonable substitute for any Products which is discontinued or no longer offered by Filters Now. RETURN POLICY (a) Returns. Unless otherwise noted on the Website or the applicable invoice for any specific Product, Filters Now offers our customers a 30-day return period (replacement or refund) on all unused Products purchased via the Website. To be eligible for a refund or replacement, You must request a refund or replacement in accordance with the Product Return Procedure set forth below within 30 days after the date of your Order. In the event You deviate in any manner from the Product Return Procedure, the return request will be automatically null and void. Return shipments not in compliance with Product Return Procedure may be rejected in Filters Now’s sole discretion. (b) Product Return Procedure. To request a refund or replacement you must strictly follow the procedures set forth in this Section 5(b) (the “Product Return Procedure”). You must first obtain a Return Merchandise Authorization number by calling 1-855- 523- 4340 within 30 days after the date of your Order. You are solely responsible for the logistics and all costs and expenses of shipping any returned Product to Filters Now, except for any Products required to be returned due to the fault of Filters Now. You agree to use only reputable carriers capable of providing proof of delivery and insurance for the entire value of the shipment. You agree to bear all shipping and insurance charges and all risk of loss for the Product during shipment. You agree that all returned Products must be new and in unused condition, 100% complete, and include the original packaging material, manuals, blank warranty cards, and any other accessories or materials provided by the manufacturer. If any component of the returned Product is missing, You will be in -5- default of the Product Return Procedure and Filters Now may in its sole and absolute discretion reject the entire return or choose to impose additional charges on You for replacement of the missing component(s). (c) Refunds. Within 7 business days after receipt of the returned Product(s) in full compliance with the Product Return Procedure, Filters Now will refund to Your credit/debit card the full original cost of the Product(s) plus applicable taxes, less any applicable restocking fee. Filters Now will not refund to You the original shipping charges. In addition, Filters Now will assess a 15% restocking fee against Your account on all returns for refund. LIMITED WARRANTY Filters Now warrants that the Products will be free from defects in material and manufacture for a period of one year from date of Your Order. If Filters Now reasonably determines that any Product is defective, then Filters Now shall, at Filters Now’s option, replace such Product or refund the purchase price of such Product. For Warranty service, contact Filters Now at 1-855- 523-4340. THE WARRANTIES IN THIS SECTION 6 ARE EXCLUSIVE AND ARE MADE ONLY TO YOU. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, FILTERS NOW SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FILTERS NOW OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. RELATIONSHIP WITH NRG HOME Filters Now has a business relationship with Reliant Energy Retail Services LLC d/b/a NRG Home and Reliant Energy Northeast LLC d/b/a NRG Home (collectively, “NRG Home”) and pays a portion of your payment to NRG Home for services each may render to Filters Now. You acknowledge and agree that (a) NRG Home is not a party to these Terms; (b) NRG Home does not sell or supply air filters or warrant any Product provided by Filters Now; and (c) NRG Home is not liable to you for any Products, claims or liabilities arising out of these Terms and your purchase of Products from Filters Now. You also acknowledge and agree that only Filters Now is responsible for the NRG Home Filters Made Easy® Program, and for all purchases You make pursuant to these Terms. You also agree that we may share your information, including information you provide to us and information about your account with NRG Home and its affiliates who may use it for their business and marketing purposes. LIMITATION OF LIABILITY YOU AGREE THAT IN NO EVENT SHALL FILTERS NOW AND/OR NRG HOME BE LIABLE FOR ANY LOSS OR DAMAGE IN CONTRACT, -6- WARRANTY, OR IN TORT (WHERE THE LEVEL OF CULPABILITY IS NEGLIGENCE) ARISING FROM THE PURCHASE OR USE OF THIS PRODUCT OR THE USE OF THE SITE, WHETHER FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. You also agree not to bring any legal action, based upon any legal theory including contract, tort, equity or otherwise, against Filters Now later than two years after the date of the applicable Order . You further agree that any recovery in contract, warranty, or tort (where the level of culpability is negligence) will be limited to the replacement of any defective Product, a refund of the purchase price for any defective Product or damages not to exceed the lesser of (a) the purchase price for the defective Products and (b) ten percent (10%) of the total purchase price paid for Products ordered by You via the Website. PRIVACY AND SECURITY Filters Now is dedicated to respecting the privacy of our customers and protecting their personal information. Please refer to the Filters Now Privacy Policy which may be found at http://www.nrghomefilters.com/privacy-policy for further details. As noted in the Privacy Policy and in Section 7, we will share your information, including information You provide to us and information about your account with NRG Home and its affiliates who may use it for their business and marketing purposes. We may also share your personal information in the event of a transfer of our business or a sale of your account. When companies acquire other businesses or sell all or portions of their business, customer information generally is one of the transferred assets. If Filters Now transfers all or a portion of its assets or equity through merger, acquisition, consolidation, combination or any other change of corporate control or other similar corporate transaction, or in a bankruptcy or other similar debtor relief transaction, customer information may be one of the transferred assets. If Filters Now sells, assigns or otherwise transfers your account, then your customer information will be transferred to the acquirer of your account. We may also share your personal information in the event of a transfer of our business or a sale of your account. When companies acquire other businesses or sell all or portions of their business, customer information generally is one of the transferred assets. If Filters Now transfers all or a portion of its assets or equity through merger, acquisition, consolidation, combination or any other change of corporate control or other similar corporate transaction, or in a bankruptcy or other similar debtor relief transaction, customer information may be one of the transferred assets. If Filters Now sells, assigns or otherwise transfers your account, then your customer information will be transferred to the acquirer of your account. LINKS TO OTHER SITES All links to other web sites from the Website are provided merely for the convenience of customers looking for additional information and/or products or services. All such links shall be subject to the Website Terms of Use which may be found at http://www.nrghomefilters.com/terms-of- use. INTELLECTUAL PROPERTY The Website and all materials on the Website including, without limitation, software, images, text, graphics, illustrations, logos and photographs are subject to and protected by Website Terms of Use which may be found at http://www.nrghomefilters.com/terms-of- use. INDEMNITY You agree to defend, indemnify and hold harmless, Filters Now and its officers, managers, agents, directors, affiliates, interest holders, stockholders, employees and content providers from any claims, actions, losses, damages, liabilities, judgments, settlements, and other costs and expenses (including attorneys' fees and disbursements) arising out of or relating to your violation of these Terms and Conditions or your misuse of any Products. You also agree to defend, indemnify and hold harmless, Reliant Energy Retail Services LLC d/b/a NRG Home and Reliant Energy Northeast LLC d/b/a NRG Home and their officers, managers, agents, directors, affiliates, interest holders, stockholders, employees and content providers from any claims, actions, losses, damages, liabilities, judgments, settlements, and other costs and expenses (including attorneys' fees and disbursements) arising out of or relating to your violation of these Terms and Conditions or your misuse of any Products. GOVERNING LAW AND JURISDICTION These Terms and any dispute arising out of or related to these Terms, the Website or any Products purchased by You from Filters Now, shall be governed by the laws of the State of North Carolina, without regard to its conflicts of law rules. You and Filters Now agree that these Terms are entered into in the State of North Carolina. YOU HEREBY CONSENT TO THE JURISDICTION OF ANY STATE COURT LOCATED WITHIN MECKLENBURG COUNTY, NORTH CAROLINA, OR ANY FEDERAL COURT LOCATED IN THE STATE OF NORTH CAROLINA, WITH REGARD TO ANY CLAIMS THAT MAY BE BROUGHT IN COURT CONSISTENT WITH SECTION 14 BELOW. YOU CONSENT THAT ALL SERVICE OF PROCESS BE MADE BY REGISTERED OR CERTIFIED MAIL DIRECTED TO YOU AT THE ADDRESS YOU SET FORTH ON THE PURCHASE ORDER. NOTHING IN THIS AGREEMENT AFFECTS THE RIGHT OF FILTERS NOW TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING AGAINST BUYER IN THE COURTS OF ANY OTHER JURISDICTION THAT HAS JURISDICTION OVER BUYER. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE TRIAL BY JURY AND WAIVE ANY OBJECTION THAT YOU MAY HAVE BASED ON LACK OF JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. THIS WAIVER IS EFFECTIVE IN NEW JERSEY. ARBITRATION AND CLASS ACTION WAIVER ANY DISPUTE RELATING IN ANY WAY TO YOUR VISIT TO THE SITE, THESE TERMS AND CONDITIONS, YOUR PURCHASE OF PRODUCTS, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE SUBMITTED TO -8- CONFIDENTIAL ARBITRATION AND YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION AND PROCEEDINGS THEREOF. ARBITRATION MEANS THAT A SINGLE ARBITRATOR WILL DECIDE YOUR CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION. It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. However, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. Arbitration under this agreement shall be conducted under the Consumer-Related Disputes Supplementary Rules then prevailing with the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms and Conditions shall be joined to an arbitration involving any other party subject to this Terms and Conditions, whether through class arbitration proceedings or otherwise. You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. GENERAL PROVISIONS (a) Force Majeure. You acknowledge and agree that Filters Now will not, under any circumstances, be responsible for delays in delivery or performance of any other obligations hereunder, due to events beyond Filters Now’s reasonable control, including without limitation, governmental action, fire, explosion, acts of God, flood, war, riot, accident, blockades, insurrections, riots, epidemics, earthquakes, hurricanes, tornadoes, floods, abnormal snow or hail storms, labor trouble, shortages of labor or materials, increases in material costs, transportation difficulty, acts of the public enemy, the existence of any circumstance making performance commercially impractical. (b) Severability. If any provision contained in these Terms is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of these Terms, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable North Carolina law. (c) Waiver. The failure of either party to require performance by the other party of any provision of these Terms shall not affect in any way the such party's right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision of these Terms shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing. (d) Binding Effect. You may not assign these Terms or any rights or obligations hereunder without our prior written consent and any attempted assignment shall be null and void without such written consent. We may freely assign these Terms and the rights and obligations hereunder. These Terms shall extend to and be binding upon our respective permitted successors and permitted assigns. (e) Entire Agreement. These Terms, together with Filters Now's invoice and/or order confirmation page regarding the Products ordered by You, Filters Now’s Privacy Policy and the Website Terms of Use, are the complete and exclusive agreement between Filters Now and You, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between Filters Now and You relating to these Terms, the Website or any Products. These Terms may not be explained or supplemented by any prior course of dealings, trade, custom or usage.