SLEEP NUMBER MATTRESS RECYCLING TERMS AND CONDITIONS

These Mattress Recycling Terms and Conditions (“Terms”) are an offer by Sleep Number Corporation or its affiliates (“Sleep Number”) to recycle mattresses and/or bedding products and is limited to the terms and conditions contained herein. By accepting mattresses and/or bedding products for recycling on behalf of Sleep Number and/or accepting payment from Sleep Number for recycling mattresses and/or bedding products, you hereby agree to these terms and conditions. Any specifications or instructions provided by Sleep Number related to the materials or products to be recycled are hereby incorporated by reference. Except as provided in “Additional Agreements” below, these Recycling terms constitute the entire agreement between Sleep Number and Recycler with respect to the recyclables described herein.

ADDITIONAL AGREEMENTS

If the parties have previously entered into an agreement executed by both parties related to the recycling of mattresses and/or bedding products, then the terms of that previously executed agreement supersede these terms and conditions. Nothing contained in any request for quotation, purchase order, sales order acknowledgement, Statement of Work, or other document or correspondence shall in any way effect the Terms as set forth in this Agreement. Any Terms contained on any purchase order, request for quotation or other document submitted by either Party, whether pre-printed or specifically inserted, which are different than, in addition to or inconsistent with any term or condition specified in this Agreement are specifically rejected, and shall be null, void, and of no force or effect unless such term or terms are specifically agreed to by both Parties in a separate written document specifically referencing such terms and specifically indicating both Parties acceptance thereof or a previously entered into agreement.

INVOICES AND PAYMENT

Sleep Number will pay undisputed invoices via ACH within forty-five (45) days of receipt of invoice. In no event shall any invoice date precede the recycle date. Sleep Number may set off any amount owed by Recycler to Sleep Number against any amount owed by Sleep Number to Recycler.

CODE OF CONDUCT

Recycler represents and warrants that it will, at all times, comply with Sleep Number's “Code of Conduct for Business Partners” as may be amended from time to time. A current copy of the “Code of Conduct for Business Partners” is available at http://www.sleepnumber.com/vendor.

COMPLIANCE

Recycler represents and warrants that all services provided hereunder are in compliance with and Recycler agrees to be bound by all applicable federal, state, and local laws, orders, rules, and regulations. Recycler agrees that, at no additional cost to Sleep Number, it will undertake to provide all information and documentation requested by Sleep Number which, in Sleep Number's sole discretion, is reasonably necessary to establish Recycler’s and/or Sleep Number's compliance with any applicable law.

RECYCLER’S OBLIGATIONS

Recycler will certify the disassembly of each unit and sale of recyclable commodities to non-bedding related manufacturers. All mattresses and/or bedding products collected for recycling will be disposed of lawfully and will not be sold or otherwise disposed of. Recycler shall, at its sole discretion, use any appropriate and legally licensed disposal facility it deems appropriate to dispose of mattresses and/or bedding products under these Terms.

INDEMNIFICATION

The Recycler agrees to indemnify and hold harmless Sleep Number, and their officers, agents, and employees from and against any and all liability claims, damages, demands, expenses, fees, fines, penalties, suits, proceedings, actions, and costs of actions, including attorneys’ fees at trial and on appeal, of any kind and nature arising or growing out of or in any way connected with the Recycler’s activities related to the services or these Terms whether by act or omission of the Recycler, its officers, agents, employees, or invitees, including damage to any equipment owned or utilized by Sleep Number (reasonable wear and tear excepted).

PUBLICITY; USE OF MARKS

Recycler will not disclose the ongoing business dealings between it and Sleep Number including these Terms. Recycler may not use or permit the use of Sleep Number's name, brand, service, or trademarks nor refer to or identify Sleep Number in any advertising or publicity releases, promotional or marketing materials. The obligation of Recycler under this provision shall be subject to disclosure obligations as may exist under federal or state securities laws or regulations.

GOVERNING LAW

These Terms are, in all respects, governed by the substantive laws of the state where recycling services are rendered without regard to conflicts of laws principles, if any.

ASSIGNMENT

Neither party may assign these Terms, or any interest therein nor may either party delegate any of its rights or obligations under these Terms.

TERMINATION

Sleep Number, in its sole discretion, may terminate these Terms in whole or in part, at any time, without cause, by providing at least thirty (30) days’ prior written notice to Recycler.

FORCE MAJEURE

No liability or loss of rights shall result to either party from delay or failure in performance caused by force majeure or other circumstances, including, but not limited to, acts of God, fire, flood, earthquake, war (declared or undeclared), governmental action or orders, strikes, lockouts, labor troubles or other industrial disturbances, accidents, embargoes, blockage, riots, insurrection, or any other similar cause not existing as of the date of these Terms which is beyond the reasonable control of the party affected thereby provided, however, that the party claiming such effect has exerted all reasonable efforts to avoid or remedy it and thereafter takes all reasonable steps to mitigate it and any damages that may therefrom result. The party prevented in the performance of its obligations hereunder shall notify the other as soon as is reasonably practicable and use diligent efforts to resume performance as quickly as possible.

WAIVER

No failure or delay be either party in exercising any right, power, or privilege granted hereunder nor any single or partial exercise thereof, will operate as a waiver.

NOTICE THREATENED ACTION

Recycler shall immediately notify Sleep Number of any information of which it becomes aware of or receives regarding any threatened or pending action by or from any third party including competent governmental authority that relates to Sleep Number and use of Recycler’s services.