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Terms of Service - Nuuly Rent and Thrift


October 2021


Nuuly Rent


URBN SR, LLC (“we,” “our” or “us” or “Nuuly”) offers a service that allows you to rent clothing and accessories (“Products”) from many brands, with the option to purchase the Products you rent. The following Terms of Service (“Terms”) between you (“you” or “your”) and Nuuly describes the terms and conditions on which you may access and use Nuuly located at www.nuuly.com , or the Nuuly iOS or Android mobile apps (collectively, the “Site”), and related services, including product rental subscription and sale services (collectively, the “Services”). Please note that your use of the Services constitutes your agreement to follow and be bound by these Terms. If you do not agree to these Terms, please do not use the Services.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN SECTION 20 ENTITLED “ARBITRATION AGREEMENT” BELOW, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST URBAN SR, LLC ON AN INDIVIDUAL BASIS, MEANING YOU CANNOT BRING CLAIMS AGAINST URBAN SR, LLC IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.


Account and Registration


If you wish to use the Services, you must open an account with us and provide the required information to us. By creating an account and subscribing to the Services, you represent and warrant that: (i) you are at least 13 years of age; (ii) you are subscribing from the United States and maintain a physical and postal mail address in the United States; (iii) you are entering into the subscription service for personal use, and not for commercial or resale purposes; (iv) you are using your actual identity; (v) you have provided only true, accurate, current and complete information; and (vi) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete. You understand and agree that we may deny access to the Services or terminate your subscription, without notice, for any conduct that we, in our sole discretion, believe violates these Terms, including your representations and warranties in this section.

You further agree to maintain the strict confidentiality of your account issued to you for your use of or access to the Services or any portion thereof, and you agree not to allow any other person or entity to use any username(s) that are issued to you. You shall be responsible for all activity that occurs under your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. All information provided to us will be used in accordance with our Privacy Policy.


Program Information


Customers who subscribe to the Services will be able to have six garments they selected from the Nuuly catalog (“Closet”) out at one time for a monthly fee of $88, excluding any applicable taxes. Customers will be shipped Products they select from their Closet (a “Box”) up to once per billing cycle.

When you subscribe to Nuuly, you will be able to start building your Closet of Products you would like to rent from us. Certain brands and styles may be excluded from the Services by us in our sole discretion. We may refuse to ship to any address for any reason including because it is outside the geographic area that we serve (currently only the United States), we may not feasibly be able to ship to your address, or it is to an address that we determine is associated with fraudulent purchases.

For a $18 per item fee, customers can add up to 2 additional items from the Nuuly catalog to their box. Bonus items are subject to the returns policy below and must be returned with the Nuuly they were received with in order for the customer’s next box to open.


Payment and Billing Cycle


To use the Services, you must provide a valid debit or credit card (a “Payment Method”). Nuuly will not accept prepaid cards, such as gift cards or merchandise credit as payment. By providing a Payment Method, you authorize us to charge the monthly subscription fee to the Payment Method associated with your account.

You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the Services until we have successfully charged a valid Payment Method. You can update your Payment Method anytime by logging into your account. We also may update your Payment Method using information provided by payment services providers, such as a new expiration date or credit card number. Following any update, you authorize us to continue to charge the applicable Payment Method.

Your subscription will continue month-to-month and automatically renew approximately every 30 days unless cancelled or paused. The date and time you enroll becomes your “Month Anniversary” for purposes of your billing cycle, meaning that your Payment Method will be charged on or around that day unless you cancel by that day. Subscription fees will be charged to the card on file at 4 am EST.

For example: If you enroll on January 15 your subscription will renew, and your Payment Method will be charged on, February 15and on the 15th of each month thereafter unless you cancel before then.

If you enroll on January 31, your subscription will renew, and your Payment Method will be charged on, February 28. Stated differently, if you enroll in the Services on the 29th, 30th, or 31st of a month, your “Month Anniversary” will be the 28th for billing purposes.

If you enroll in THE SERVICES, automatic charges to your payment METHOD will continue until you pause or cancel.

You may opt to open your next box and change your Month Anniversary to an earlier date after your previous box has been returned. You will be charged $88 on the requested new billing date. Upon payment, this date will be your new Monthly Anniversary for subsequent months.


Returns


With each Box we send you, we will include one return packaging, which you will use to return all of the Products from that Box that you have chosen not to purchase. Costs of returning will be covered by the Company with the provided return packaging and label. Returning via alternative shipping methods will not be covered by the Company.

You may keep your Box and Products for as long as you like. However, you will not be eligible for your next Box until the later of the date of (1) your Month Anniversary and (2) when you have returned or purchased all of the items in your last Box. Products will be considered returned when we receive them in undamaged condition (the “Return Date”). If you return some but not all Products, we will assume that you have chosen to purchase any Products that we did not receive by the Return Date, and we may charge your Payment Method for those Products any time after the Return Date, as set forth below in the section on Pricing and Product Purchases. In the event of damage, you must reach out to the Customer Support team within 48 hours of receiving your box.


Pricing and Product Purchases


You may elect to purchase any Product you receive in your Box. Each individual Product will carry its own unique price. The Product’s unique price is based on a number of factors, including its condition, the number of wears, and your prior shopping history. Accordingly, the price shown to you for the Product will be dynamic and will fluctuate and will not always align with the retail selling price of the item on other platforms or in stores. To purchase a product, simply log into your account, view your Rental History and select “Buy It” below the item and your Payment Method will be charged the price shown on the Rental History page. Items purchased from a Box cannot be returned.

You are responsible for paying for all Products in your Box, unless you timely return the Products in undamaged condition in accordance with our return policy above. When you purchase any Products, you are responsible for any state and local sales taxes that apply to your order where we elect or are required to collect and remit such taxes. We reserve the right to refuse to sell a Product in our sole discretion.


Product Availability


Subject to availability, we will deliver the Products you selected for your Box, including the specified size, color and design, except in the rare event that the Product is damaged beyond repair or there is an occurrence subsequent to the placing of the order that prevents timely delivery. In such event, we will use reasonable efforts to choose an alternative but similar style from the Nuuly catalog and we will provide you with a credit for one (1) Product to be added to a future Box.


Cancellation


Your subscription will continue month-to-month and automatically renew unless cancelled or paused. You can cancel or pause your subscription at any time by logging into your account and selecting “Subscription”. You may pause your subscription for a maximum of three (3) months. After that time, you will automatically become eligible for a Box and we will charge your Payment Method for the subscription fee.

When you pause or cancel, you have until the Return Date to return any Products to us to avoid additional fees. If we do not receive the Products to our Distribution Center by the Return Date, we will charge you the purchase value for each such Product that you fail to return. Additionally, when you cancel your subscription, you will forego any additional services, benefits and outstanding credits that had accrued to your account due to tenure of subscription.


Changes to Subscription Pricing


We reserve the right to change the Services, adjust pricing for the Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. If you do not like any change that we make, you may cancel your subscription. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription will take effect following notice to you and your continued use of the service without cancelling shall be deemed acceptance of the change(s).

UP Membership Program

Members of the URBN UP program receive $10 off their monthly Nuuly subscription charge when they attach their UP membership code into their Nuuly account. Only one subscription discount code can be used per account, codes cannot be stacked. Read the full terms and conditions or the UP Membership program.


No Refunds


Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the Services through the end of your current billing period.


Title and Risk of Loss


Title to each Product in your Box remains with us while you have a Product at home until you purchase the Product as described above. If you elect to purchase a Product or Products in your Box, title to those products in your Box will pass to you when we successfully charge you the Product’s purchase price. Risk of loss passes to you upon delivery of your Box to a common carrier. For returns from you to us, risk of loss passes to us upon our receipt of your returned Box from a common carrier.


Communications


By enrolling in the Services, you consent to receiving e-mails relating to the Services, including marketing e-mails. We also may give you the option of opting-in to receive other marketing communications from us at the time of enrollment.


Colors and Styles


We have done our best to display as accurately as possible the colors and styles of the products shown on the Site. However, we cannot guarantee that the Products you receive will be exactly the same as the color and style you see on your screen.


Correction of Errors and Inaccuracies


The information of the Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change and update information at any time without prior notice (including after you have submitted your order). We apologize for any inconvenience this may cause you.


Use of the Site and Services


All materials, information, and content made available or displayed by us on the Site, and all software, code, and proprietary methods and systems used to provide the Services are subject to trademark, Services mark, trade dress, copyright and/or other intellectual property rights or licenses held by Nuuly, one of its affiliates or by third parties who have licensed their materials to Nuuly.

The Site and Services are intended solely for your personal, noncommercial use. You may download, print or store selected portions of the content, provided you (1) only use these materials for your own personal, noncommercial use, (2) do not copy or post the content on any network computer or broadcast the content in any media, and (3) do not modify or alter the content in any way, or delete or change any copyright or trademark notice.

No right, title or interest in any content or materials is transferred to you as a result of any such activities. Nuuly reserves complete title and full intellectual property rights in any content you download, reproduce, print, redistribute or store from the Services.

Nuuly is a federally registered trademark. Except as noted above, you may not copy, download, reproduce, modify, publish, redistribute, retransmit, publicly display, publicly perform or create derivative works from the content without first obtaining written permission from Nuuly. Harassment in any manner or form on the Site or related social media platforms, including via e-mail and chat or by obscene or abusive language is strictly forbidden. Impersonation of others, including a Nuuly or other licensed employee, host, or representative as well as other members or visitors on the Site is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the Site or use the Site and Services to solicit others to join or become members of any other commercial online services or organization.

Violation of any of the above may, at any time without prior notice, result in a warning, temporary limit, suspension or immediate termination of your account or your access to the Services, reporting of your conduct to authorities, or legal action, as may be appropriate in the sole discretion of Nuuly. You acknowledge that Nuuly is not responsible for and does not assume any liability for users’ acts or omissions, including, without limitation, with respect to the aforementioned activities.


Reviws + Photos


Good reviews are like good friends: they're the first ones you turn to for advice, they're always there for you and they will definitely tell you in the nicest way possible that your pants are way too tight and you should order a size up. Leaving a review with this kind of honest feedback helps out everyone in the Nuuly community and has been astrologically proven to increase good vibes.

When you write yours, consider what you would be helpful to you:

  • Sizing, fit and styling are key to helping other customers make informed decisions about their next Nuuly.
  • If an item was perfect, tell us why.
  • If it wasn't what you expected, tell us what didn't work.
  • Do you think it might fit better or look different on another body type?
  • Where did you wear it and with what?
  • Please only review items that you have rented from Nuuly. While we offer many different designers, our selection may be unique to us.

Photo Guidelines for Reviews

  • Definitely include photos! They're super helpful to others decide if they want to rent an item. When you take and upload yours, consider what you would like to see in a garment photo:
  • Be sure you’re wearing (and we can see!) the item you are reviewing in the photo.
  • Full body, head-to-toe is key. That way we can see your exact body shape and admire your styling.
  • Far-off, crowded, or blurry photos take away from the full outfit. 1-2 people in a photo is best.
  • Person(s) depicted in photos must be at least 18 years of age or have permission from a parent or legal guardian.
  • Close-up shots of items that are damaged will not be approved. If you received a damaged item, reach out to our Customer Support .
  • Please don't upload copyrighted images that you don't actually own the rights to, excessively altered or Photoshopped images, or photos of Nuuly products whose appearance have been dramatically altered—that means torn, shredded or excessively wrinkled.

Any reviews, photos, or comments containing inappropriate material will not be approved. This may consist of, but is not limited to:

  • URLs or links of any kind
  • Derogatory or discriminatory language, profanity, and/or sexually explicit, abusive, or offensive material
  • Infringement upon copyrights or trademarks
  • Any negative or disparaging comments about other customers
  • Person(s) depicted in photos must be at least 18 years of age or have permission from a parent or legal guardian.
  • Close-up shots of items that are damaged will not be approved. If you received a damaged item, be sure to reach out to Customer Support .

Inappropriate material will not be approved. This may consist of (but is not limited to):

Nudity

  • Obscene, sexist, or racist material
  • Drug use, drug paraphernalia, smoking or tobacco use, excessive drunken behavior, or weaponry of any kind
  • Blatant promotions, proselytizing, or campaigning
  • Copyrighted images of which the rights are not owned by the submitting party
  • Excessively altered or Photoshopped images
  • Photos of Nuuly products whose appearance have been dramatically altered—that means torn, shredded or excessively wrinkled

If an item arrived in less than satisfactory condition, get in touch and our Customer Support team will reach out to you right away with a solution. We reserve the right to reject any review regarding an issue that our team can help you with.


DMCA Notice & Take-down Procedure


Without limiting the foregoing, if you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, including the law of fair use; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. The Copyright Agent for Nuuly for notice of claims of copyright infringement is DMCA Designated Agent who can be reached as follows:

by e-mail at DMCA_NOTICE@nuuly.com by telephone at (215) 454-5500 by mail at 5000 South Broad Street, Philadelphia, PA 19112.


IMPORTANT! PLEASE NOTE:


YOUR E-MAIL MUST BE WRITTEN IN ENGLISH AND MUST HAVE THE FOLLOWING SUBJECT LINE:

“DMCA NOTICE OF INFRINGEMENT”

IF YOUR E-MAIL DOES NOT HAVE THIS SUBJECT LINE AND/OR IS NOT WRITTEN IN ENGLISH, YOUR E-MAIL WILL NOT BE READ BY OUR DMCA DESIGNATED AGENT..


User Comments, Feedback, Postcards and Other Submissions


All comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to Nuuly on or through the Site or otherwise disclosed, submitted or offered in connection with your use of this Services (collectively, the “Comments”) shall be and remain Nuuly’s property. Such disclosure, submission or offer of any Comments shall constitute an assignment to Nuuly of all worldwide rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. Thus, Nuuly will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. Nuuly is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay to user any compensation for any Comments; or (3) to respond to any user Comments.

You agree that no Comments submitted by you to the Site will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary rights(s). You further agree that no Comments submitted by you to the Site will be or contain libelous or otherwise unlawful, abusive or obscene material. You are and shall remain solely responsible for the content of any comments you make.


Disclaimer of Warranties; Limitation of Liability


17.1 The laws of certain jurisdictions, do not allow the exclusion or limitation of legal warranties, conditions, representations, liability or certain damages. If these laws apply to you, some or all of the below exclusions or limitations may not apply.

NOTICE TO NEW JERSEY RESIDENTS: Your rights are protected under the Truth-in-Consumer Contract, Warranty and Notice Act and New Jersey law generally. The following provisions in this Section 17 do not apply to you and are not intended to vary, diminish or alter your rights under New Jersey law: specifically, nothing in the Services limits, varies, diminishes, affects, or otherwise voids or alters your rights under New Jersey law as they relate to limitations of liability or exculpation (including, but not limited to, limitations on indirect, incidental, special, exemplary, consequential or similar damages), dispute resolution, indemnification, venue or jurisdiction, statutes of limitation or repose periods for bringing claims, plain language requirements, representations and warranties of any type or nature (including, but not limited to conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement), contract remedies, personal injury, tort and negligence claims, conditions of sale, fee-shifting provisions, waiver of attorney fees and/or costs, and copyright. Your rights regarding these specific provisions will be governed by New Jersey law. In the event of any conflict between the Services and New Jersey law, New Jersey law will govern.

17.2 Neither Nuuly nor our parents, subsidiaries, affiliates, partners, or licensors make any representations, warranties or conditions of any kind whatsoever, express or implied, in connection with these Terms or the Services, except to the extent such representations, warranties and conditions are not legally excludable. This subsection 17.2 is subject to the provisions of subsection 17.1.

17.3 You agree that, to the fullest extent permitted by applicable law, neither Nuuly nor our parents, subsidiaries, affiliates, partners, or licensors will be responsible (whether in contract, tort (excluding negligence) pre-contract or otherwise) for any (a) interruption of business; (b) access delays or access interruptions to the Site or Services; (c) data non-delivery, loss, theft, delivery exception, corruption, destruction or other modification; (d) loss or damages of any sort incurred as a result of dealings with or the presence of third party links on the Site or use of the Services; (e) computer viruses, system failures or malfunctions which may occur in connection with your use of the Site, including during hyperlink to or from third party websites; (f) any inaccuracies or omissions in content; or (g) events beyond our reasonable control. We make no representations, warranties or conditions that defects or errors will be corrected. Nothing in this provision shall exclude or limit our liability for death or person injury resulting from our negligence or that of our servants, agents or employees. This subsection 17.3 is subject to the provisions of subsection 17.1.

17.4 Further, to the fullest extent permitted by applicable law, neither Nuuly nor our parents, subsidiaries, affiliates, partners, or licensors will be liable for any economic losses (such as loss of revenues, profits, contracts, business or anticipated savings), loss of goodwill or reputation or any special or indirect losses of any kind related to the Services, regardless of the form of action whether in contract, tort (including negligence) pre-contract or otherwise (other than fraudulent or negligent misrepresentations), even if we have been advised of the possibility of such damages and in no event shall our maximum aggregate liability exceed one hundred dollars ($100.00). This subsection 17.4 is subject to the provisions of subsection 17.1.

17.5 If you are dissatisfied with the Services for any reason, cancellation of your subscription is your sole remedy. We have no other obligation, liability, or responsibility to you except as expressly required by law. This subsection 17.5 is subject to the provisions of the subsection 11.1.


Term, Termination and Modifications


18.1 These Terms are applicable to you upon your enrollment in the Services. These Terms may be terminated by Nuuly without notice at any time for any reason. The provisions relating to Arbitration, Copyrights, Trademark, and Miscellaneous, shall survive any termination.

18.2 We may in our sole discretion change these Terms or any aspect of the Services or cancel the Services at any time without notice to you. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the terms. If any change is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or Terms.

18.3 We reserve the right to discontinue your subscription and to audit your account at any time, in our sole but reasonable discretion. Any suspected abuse of the Services, failure to comply with any Terms, illegal activity, fraud, misrepresentation or other conduct inconsistent with these Terms and/or detrimental to us or our interests, including without limitation, any suspected illegal, fraudulent or other unauthorized use of your subscription (all as determined by us in our sole but reasonable discretion), may result in the revocation of your account and make you ineligible for further participation in the Services. If your subscription is revoked, your access to the Services and features will automatically terminate. If we suspect illegal activity, fraud, misrepresentation, abuse or violation of these Terms, we reserve the right to take appropriate legal action. This Subsection 18.3 is subject to the provisions of Subsection 17.1.


Indemnification


You agree to indemnify, defend, and hold harmless Nuuly, its officers, directors, employees, agents, licensors and suppliers (collectively the “Service Providers”) from and against all losses, expenses, damages and costs, including reasonable attorney’s fees, resulting from any violation of these Terms or any activity related to your subscription (including negligent or wrongful conduct) by you or any other person accessing the Site using your account.


ARBITRATION AGREEMENT


Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and URBN SR, LLC together with its affiliates (“Nuuly”) agree that any controversy, claim, action, or dispute in any way related to your use of the Site and Services, any rental or purchase from Nuuly, or to any Products rented, sold or distributed by Nuuly (“Dispute”) will be resolved by this dispute resolution procedure and arbitration agreement (“Arbitration Agreement”).

Informal Dispute Resolution. Either party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent

(1) to Nuuly at: Nuuly Legal Department, 5000 South Broad St, Philadelphia, PA 19112, Attn: General Counsel, or

(2) to you at: your last-used billing address or the billing and/or shipping address in your online profile. Both you and Nuuly agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party.

Scope of Arbitration Agreement. To the extent you cannot resolve any Dispute through the informal dispute resolution procedure described above, a Dispute shall be resolved through binding individual arbitration. Accordingly, you and Nuuly agree to give up the right to go to court to assert or defend rights under this Arbitration Agreement and with respect to any Dispute (except small claims, as described below). You and Nuuly expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this Arbitration Agreement.

Right to Bring Small Claims in Court. Instead of arbitration, either you or Nuuly may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim.

How Arbitration Works. Either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org , or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the Dispute, the parties shall agree to another arbitration provider. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s applicable rules. Nuuly will reimburse those fees in an amount up to $10,000. Nuuly also waives its own right to seek attorneys’ fees and costs in arbitration. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

Waiver of Right to Bring Class Actions and Representative Claims. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and Nuuly agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Nuuly hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.

Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with the Federal Arbitration Act and, where applicable, the law of the Commonwealth of Pennsylvania. The terms of the Arbitration Agreement provisions shall survive after your relationship with Nuuly and/or use of Site and Services ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.


In an attempt to provide increased value to our visitors, we may choose various third-party web sites to link on the Site. However, even if the third party is affiliated with Nuuly, Nuuly has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Nuuly. Nuuly has no responsibility or liability for these independent policies or actions and is not responsible for the privacy practices or the content of such web sites. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, Nuuly seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its site, but for sites it links to as well (including if a specific link does not work).


Entire Agreement; Waiver and Survival


These Terms govern our relationship with you as it relates to the Services. You confirm that, in agreeing to accept the Terms, you have not relied on any representation except as expressly set forth in these Terms and you agree that you shall have no remedy in respect of any such representation not included in these Terms. Each provision of the Terms shall be construed as separately applying and surviving even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in the circumstances. No waiver by us will be construed as a waiver of any proceeding or succeeding breach of any provision in these Terms. This Section 22 is subject to the provisions of Subsection 17.1 of these Terms.

Refer-A-Friend Program Terms

Nuuly may offer Refer-A-Friend benefits from time to time. The Nuuly Refer-A-Friend Program is governed by the terms and conditions under this section (“General Terms”) as well as any additional terms of the specific Refer-A-Friend program (“Program Terms”). In the event of a conflict between General Terms and Program Terms, the Program Terms will prevail.By participating in the Refer-A-Friend Program, you agree to abide by the General and Program Terms. The General and Program Terms are in addition to the Nuuly Terms and Conditions only to the extent necessary to govern your participation in the Refer-A-Friend Program. If you don’t agree to the General and Program Terms, you may not participate in the Refer-A-Friend Program. By participating in the Refer-A-Friend Program as a Referrer or Friend, you agree to Nuuly’s Terms and Conditions.

Referral rewards are granted at Nuuly's sole discretion. We reserve the right to amend these guidelines and the methods through which referral rewards are earned at any time without notice to you.

A. The Referral Program

Participation in a Refer-A-Friend Program is completely voluntary. Nuuly may provide you with the opportunity to send Welcome Invites to your friends and family members (each, a “Friend”) to join the Nuuly subscription. If a Friend redeems your qualified Welcome Invite, the first month of the Friend’s subscription will be discounted by the amount specified in the applicable Program Terms and you will be rewarded a discount as specified in the applicable Program Terms (a “Reward”) to apply to a future subscription fee. You may only apply one Reward to each monthly subscription fee. This means you may not receive more than 12 Rewards in a year.

B. The Employee Referral Program

Participation in an Employee Refer-A-Friend Program is completely voluntary. Nuuly may provide you with the opportunity to send Welcome Invites to your friends and family members (each, a “Friend”) to join the Nuuly subscription. If a Friend redeems your qualified Welcome Invite, the first month of the Friend’s subscription will be discounted by the amount specified in the applicable Program Terms and you will be rewarded as specified in the applicable Program Terms (a “Reward”) to apply to a future box. You may only apply one Reward to each monthly box. This means you may not receive more than 12 Rewards in a year.

C. Eligibility

Referrers. To be eligible to refer Friends as part of a Refer-A-Friend Program, you must be at least 13 years old (16 for California residents), a legal resident of the United States, and currently have an active subscription in good standing (meaning your subscription must not be paused, cancelled, or overdue).Nuuly reserves the right to terminate and disqualify you at any time from participating as a Referrer if you don’t comply with the General or Program Terms or for any other reason in the company’s discretion. You must be logged into your Nuuly account when you refer a Friend in order for us to credit you a Reward. If your Friend requests to pause or cancel their subscription or their subscription is terminated, cancelled, or paused within 7 days, you will not receive a Reward.



Friends. To be eligible to use a “Welcome Invite”, the Friend must be at least 13 years old (16 for California residents) and a legal resident of the United States. Only Friends who have not previously subscribed to Nuuly may qualify for Welcome Invites.

D. Sending a Welcome Invite

To send a Welcome Invite to a Friend, log into your Nuuly account, and follow the instructions on theRefer-a-Friend page. You will need to submit personal information about your Friend, such as email address. All information collected, stored, processed, or shared through the Refer-A-Friend Program is subject to Nuuly’s Privacy Policy.

F. Redeeming Rewards

Friends. To redeem a Welcome Invite as a Friend, visit the link sent to you by the Referrer and follow the instructions on the Refer-A-Friend landing page. You must sign up for a new Nuuly subscription to redeem the Welcome Invite, which will discount your first month’s subscription by the amount specified in the applicable Program Terms. You must redeem your Welcome Invite within 6 months or it will expire. You may only redeem one Welcome Invite, no matter how many Welcome Invites you receive.

Referrers. You will receive a Reward 7 days after your Friend creates a qualifying subscription using your Welcome Invite link. Your first Reward will be auto-applied to your account and will be emailed to the email address associated with your Nuuly account. Any subsequent Rewards that you earn will will be mailed to the Referrer. You must redeem Rewards within 12 months or they will expire. To redeem your Rewards, copy and paste the code from your email to the “Subscription” section of the My Account page prior to your next billing date. Coupon codes cannot be retroactively applied to a subscription fee.

Employees. You all receive a Reward 7 days after your Friend creates a qualifying subscription using your Welcome Invite link. Your Rewards will be auto-applied to your account and can be applied to any subsequent box.

E. Prohibited Actions

Engaging in the following or similar actions will be grounds for immediate termination and disqualification from a Refer-A-Friend Program and all Rewards previously earned:

  • Spam or bulk distribution of Welcome Invites, distribution to strangers, or any other promotion of your Invites that would constitute unsolicited spam under any applicable law or regulation.

  • Fraud, attempted fraud, or abuse of a Refer-a-Friend Program.

  • Selling, trading, bartering, or receiving anything of value in exchange for your Welcome Invites from any party other than Nuuly.


Contact Us


For information about the Services, contact Customer Service at via our messaging portal. We are not responsible for requests or correspondence lost or delayed in the mail or over the Internet. You may also provide answers to helpful frequently answered questions in our FAQs. If you need to contact us, our company details are:

Nuuly Registered office: 5000 South Broad Street, Philadelphia PA 19112-1495

Nuuly Thrift


THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION (see below) AND CLASS ACTION WAIVER WHICH MAY LIMIT YOUR RIGHT TO HAVE A DISPUTE HEARD IN COURT. IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY BEFORE ACCEPTING THESE TERMS.


URBN SR, LLC (“we,” “our” or “us” or “Nuuly” or “Nuuly Thrift”) offers a service that provides an online social marketplace where users can list, buy and sell items (the “Service”). Users who purchase items are called “Buyers”, and users who sell items are called “Sellers”. Users may be both Buyers and Sellers on the Service. In using the Service, Buyers and Sellers enter into a contract for the sale or purchase of Items directly between themselves, and Nuuly Thrift is not a party to such sale or purchase.

The following Terms of Service (“Terms”) between you (“you” or “your” or “Buyer” or “Seller” as applicable) and Nuuly Thrift describes the terms and conditions on which you may access and use the Service. By creating an account, creating a listing for an Item, or purchasing an Item using the Service you agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Service. You are solely responsible for your evaluation of, and decision to use the Service and will be liable for all of Your actions on the Service.


1) General Terms Applicable To Buyers And Sellers.


a) Account Creation. i) To use the Services, you must create an account and provide the required information. By creating an account, you represent and warrant that: (i) you are at least 13 years of age; (ii) you maintain a physical and postal mail address in the United States; (iii) you are using your actual identity; (iv) you have provided only true, accurate, current and complete information; and (v) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete. ii) Nuuly will use any information you provide in account creation, or otherwise while using the Services, in accordance with our Privacy Policy. iii) You agree not to share your login information with any other person or entity. You are responsible for all activity that occurs under your account. You agree to notify Nuuly immediately of any unauthorized use of your account or other breach of security. Nuuly will not be liable for any loss or damage arising from your failure to comply with these obligations. iv) In order to make Purchases, you must maintain one or more authorized payment methods connected to your account. You acknowledge that your connected payment information will be held by a non-party service provider to Nuuly.

b) Access to and Use of the Service i) You agree to use the Service solely in a manner that is not illegal, harassing, abusive, threatening, defamatory, obscene, or disruptive. ii) Nuuly may temporarily or permanently deny or terminate your access to the Services, without notice, for any conduct that we, in our sole discretion, determine violates these Terms, any Nuuly Policies, applicable Law, or that we determine is harmful or potentially harmful to the Service or another user. iii) You agree not to use the Service to create or promote another site, app, or business, or to solicit users for any purpose other than to use the Service. iv) You agree that you will not attempt to or complete a sale outside the Service. You also agree to inform Nuuly if another user requests or suggests that a sale be completed outside of the Service. v) You agree not to copy, scrape, modify, distribute, create derivative works from, or perform any other action with the Service Content or Nuuly Thrift’s intellectual property not explicitly authorized by these Terms or the Policies.

c) Modification of the Terms and Establishment of Policies i) Nuuly may modify these Terms at any time and for any reason by publishing the updated Terms on the Service. By submitting a Listing or purchasing an Item, you agree to be bound by the then current Terms. ii) Nuuly Thrift may establish or amend policies governing the use of the Service (“Policies”). These Policies are incorporated by reference into these Terms. By creating an account, submitting a Listing, or purchasing an Item, you agree to be bound by the then current Policies .

d) Fees i) Creating an account is free. However, Nuuly may charge fees for transactions made using the Service or for other services Nuuly provides as set forth in the current Fee Policy . ii) You agree to pay all fees as set forth in the current Fee Policy .

e) Communications i) You consent to receiving e-mails relating to the Service, including marketing e-mails. We also may give you the option of opting-in to receive other communications in other ways (e.g. SMS, push notifications) or for other purposes (e.g. marketing communications from affiliates and partners).

f) Errors and Corrections i) The information on the Service may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change and update information at any time without prior notice (including after you have submitted your order). We apologize for any inconvenience this may cause you.

g) Acknowledgment of Risks; Limitation of Liability i) You assume certain risks in using a marketplace service such as Nuuly Thrift. Nuuly Thrift is not involved with, nor provides a warranty for, any transaction between any Buyer and Seller. You as a Buyer and/or Seller assume, agree, and understand You bear all of the risks in selling or purchasing Items on the Service. ii) Neither Nuuly nor our parents, subsidiaries, affiliates, partners, or licensors make any representations, warranties or conditions of any kind whatsoever, express or implied, in connection with these Terms or the Services, except to the extent such representations, warranties and conditions are not legally excludable. iii) You agree that, to the fullest extent permitted by applicable law, neither Nuuly nor our parents, subsidiaries, affiliates, partners, or licensors will be responsible (whether in contract, tort (excluding negligence) pre-contract or otherwise) for any (a) interruption of business; (b) access delays or access interruptions to the Site or Services; (c) data non-delivery, loss, theft, delivery exception, corruption, destruction or other modification; (d) loss or damages of any sort incurred as a result of dealings with or the presence of third party links on the Site or use of the Services; (e) computer viruses, system failures or malfunctions which may occur in connection with your use of the Site, including during hyperlink to or from third party websites; (f) any inaccuracies or omissions in content; or (g) events beyond our reasonable control. We make no representations, warranties or conditions that defects or errors will be corrected. Nothing in this provision shall exclude or limit our liability for death or person injury resulting from our negligence or that of our servants, agents or employees. iv) Further, to the fullest extent permitted by applicable law, neither Nuuly nor our parents, subsidiaries, affiliates, partners, or licensors will be liable for any economic losses (such as loss of revenues, profits, contracts, business or anticipated savings), loss of goodwill or reputation or any special or indirect losses of any kind related to the Services, regardless of the form of action whether in contract, tort (including negligence) pre-contract or otherwise (other than fraudulent or negligent misrepresentations), even if we have been advised of the possibility of such damages and in no event shall our maximum aggregate liability exceed one hundred dollars ($100.00). v) The laws of certain jurisdictions do not allow the exclusion or limitation of legal warranties, conditions, representations, liability or certain damages. If these laws apply to you, some or all of the exclusions or limitations in this Section may not apply. NOTICE TO NEW JERSEY RESIDENTS: Your rights are protected under the Truth-in-Consumer Contract, Warranty and Notice Act and New Jersey law generally. The following provisions in this Section do not apply to you and are not intended to vary, diminish or alter your rights under New Jersey law: specifically, nothing in the Services limits, varies, diminishes, affects, or otherwise voids or alters your rights under New Jersey law as they relate to limitations of liability or exculpation (including, but not limited to, limitations on indirect, incidental, special, exemplary, consequential or similar damages), dispute resolution, indemnification, venue or jurisdiction, statutes of limitation or repose periods for bringing claims, plain language requirements, representations and warranties of any type or nature (including, but not limited to conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement), contract remedies, personal injury, tort and negligence claims, conditions of sale, fee-shifting provisions, waiver of attorney fees and/or costs, and copyright. Your rights regarding these specific provisions will be governed by New Jersey law. In the event of any conflict between the Services and New Jersey law, New Jersey law will govern.

h) Intellectual Property Rights i) Aside from User Generated Content, all materials, information, and content made available or displayed by Nuuly on the Service, and all software, code, and proprietary methods and systems used to provide the Service are subject to trademark, trade dress, copyright and/or other intellectual property rights or licenses held by Nuuly, one of its affiliates or by third parties who have licensed their materials to Nuuly. Except as expressly stated in the Terms or the Policies, you have no right or license to use any of this intellectual property. All goodwill generated from the use of Nuuly Trademarks will inure to our exclusive benefit. Any rights not expressly granted herein are reserved by Nuuly. Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Nuuly. ii) Nuuly will not be liable in any way for (1) any items or content on the Service posted by you, non-parties, or at the direction of you or non-parties (all, “User Generated Content”), or (2) any errors, omissions, loss, or damage of any kind as a result of such User Generated Content on the Service. iii) You acknowledge that Nuuly is under no obligation to review, screen, or inspect any User Generated Content on the Service, although Nuuly reserves the right to do so and to remove any User Generated Content at Our sole discretion. You agree that you bear all risk associated with your use or reliance on User Generated Content. iv) All comments, feedback, suggestions, ideas, and other submissions disclosed, submitted or offered to Nuuly on or through the Service or otherwise disclosed, submitted or offered in connection with your use of this Services (collectively, “Comments”) shall be and remain Nuuly’s property. Such disclosure, submission or offer of any Comments shall constitute an assignment to Nuuly of all worldwide rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. Thus, Nuuly will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. Nuuly is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay to user any compensation for any Comments; or (3) to respond to any user Comments.

i) DMCA Notice & Takedown Procedure i) If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, including the law of fair use; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. The Copyright Agent for Nuuly for notice of claims of copyright infringement is DMCA Designated Agent who can be reached as follows: by e-mail at DMCA_NOTICE@nuuly.com by telephone at (215) 454-5500 by mail at 5000 South Broad Street, Philadelphia, PA 19112. IMPORTANT! PLEASE NOTE, YOUR E-MAIL MUST BE WRITTEN IN ENGLISH AND MUST HAVE THE FOLLOWING SUBJECT LINE: “DMCA NOTICE OF INFRINGEMENT”. IF YOUR E-MAIL DOES NOT HAVE THIS SUBJECT LINE AND/OR IS NOT WRITTEN IN ENGLISH, YOUR E-MAIL WILL NOT BE READ BY OUR DMCA DESIGNATED AGENT.

j) ARBITRATION AGREEMENT. Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and Nuuly agree that any controversy, claim, action, or dispute in any way related to your use of the Service (“Dispute”) will be resolved by this dispute resolution procedure and arbitration agreement (“Arbitration Agreement”). i) Informal Dispute Resolution. Either party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent (1) to Nuuly at: Nuuly Legal Department, 5000 South Broad St, Philadelphia, PA 19112, Attn: General Counsel, or (2) to you at: the billing and/or shipping address in your account profile. Both you and Nuuly agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party. ii) Scope of Arbitration. To the extent we cannot resolve any Dispute through the informal dispute resolution procedure described above, a Dispute shall be resolved solely through binding individual arbitration. Accordingly, you and Nuuly agree to give up the right to go to court to assert or defend rights under this Arbitration Agreement and with respect to any Dispute (except small claims, as described below). You and Nuuly expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this Arbitration Agreement. iii) Right To Bring Claims In Small Claims Court. Instead of arbitration, either you or Nuuly may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. iv) How Arbitration Works. Either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org , or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the Dispute, the parties shall agree to another arbitration provider. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s applicable rules. Nuuly will reimburse those fees in an amount up to $10,000. Nuuly also waives its own right to seek attorneys’ fees and costs in arbitration. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. v) Waiver of Right To Bring Class Actions And Representative Claims. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and Nuuly agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Nuuly hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration. vi) Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with the Federal Arbitration Act and, where applicable, the law of the Commonwealth of Pennsylvania. The terms of the Arbitration Agreement provisions shall survive after your relationship with Nuuly and/or use of the Service ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.

k) Governing Law. These Terms shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflicts and choice of law rules. l) No Reliance On Other Materials. You agree that these Terms (together with the Policies and any other documents expressly incorporated by reference) constitute the entire agreement between You and Nuuly. You also confirm that, in agreeing to accept the Terms, you have not relied on any representation except as expressly set forth in these Terms and you agree that you shall have no remedy in respect of any such representation not included in these Terms. Each provision of the Terms shall be construed as separately applying and surviving even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in the circumstances. No waiver by us will be construed as a waiver of any proceeding or succeeding breach of any provision in these Terms.


2) Nuuly Cash


a) Nuuly Cash is issued and managed by Urban Outfitters (“Urban Outfitters”, “we”, “our”) and can be applied in full or in part only to purchases of products found at Nuuly Thrift or our sister brands Anthropologie, Free People, Urban Outfitters, BHLDN or Terrain. Your use of Nuuly Cash constitutes acceptance of these terms and conditions, and you agree that you will comply with all Nuuly Cash terms. Nuuly Cash is available only in the U.S.


b) Nuuly Cash may be earned when you sell an item on Nuuly Thrift. When you sell an item, you will be given two earning options: transfer that money directly into your bank account or convert it to Nuuly Cash. If you choose to earn Nuuly Cash, you will earn the sale price plus 10%, which you can then use to fund purchases on Nuuly Thrift or our sister brands Anthropologie, Free People, Urban Outfitters, BHLDN or Terrain. i. To choose to earn Nuuly Cash for any transaction, simply tap Transfer in your Wallet, choose Nuuly Cash and we'll instantly add the extra 10% to your earnings. ii. Redeem it in store or online by tapping View + Scan on your Nuuly Cash card for a scannable QR code or card number to enter at checkout.


c) Your Nuuly Cash will be stored in a digital “card” within your Nuuly Wallet. Simply tap View + Scan to expose a scannable QR code that a store associate at one of our sister brands will be happy to scan. Nuuly Cash will not expire, nor will any use, dormancy or other fees be charged in conjunction with the use of Nuuly Cash at any time.


d) Nuuly Cash can be applied in full or in part only to purchases of products found at Anthropologie, Free People, Urban Outfitters, Terrain and BHLDN. You may not request a custom amount of your Nuuly Cash to your purchase. If the value of your purchase exceeds the amount of Nuuly Cash in your wallet, you must use the full value of your Nuuly Cash to pay for the item. The remaining amount of your purchase can then be paid through the use of credit card.


e) You may use Nuuly Cash to buy gift cards from other URBN brands, such as Anthropologie, Free People, Urban Outfitters, Terrain and BHLDN for someone else; simply use your Nuuly Cash card like you would any other major credit card to purchase a gift card. Purchases of gift cards are final and not refundable. We reserve the right to correct the balance of a gift card if we believe that a billing error has occurred, and we disclaim all liability for any such billing errors.


f) From time to time we may offer limited availability promotional gift cards, credits, or codes that have different terms and conditions; please review those terms and conditions carefully as they may expire or have restrictions that are different.


g) Nuuly Cash cannot be exchanged for cash except where required by law. If you return an item that was paid for with Nuuly Cash, you will receive the value of the return as Nuuly Cash. Nuuly Cash cannot be assigned or transferred. If you return an item that was paid for with Nuuly Cash, you will receive the value of the return as Nuuly Cash.


h) Nuuly Cash may not be purchased, redeemed, or used outside the United States. IF LOST OR STOLEN, NUULY CASH CANNOT BE REPLACED. Nuuly Cash is void if copied, altered, transferred, purchased or sold. We reserve the right to limit quantities of Nuuly Cash received or held by any person or entity at any time and/or to cancel a Nuuly Cash if we believe that the Nuuly Cash was obtained through fraudulent or unauthorized means. Urban Outfitters reserves the right to close accounts or wallets and/or request alternative forms of payment if Nuuly Cash is fraudulently obtained or used. All Nuuly Cash transactions are final and not refundable except at Urban Outfitters’ sole and absolute discretion. We reserve the right to correct your Nuuly Cash balance if we believe that a billing or attribution error has occurred, and we disclaim all liability for any such errors. Applicable terms and conditions are subject to change without notice. If the laws pertaining to Nuuly Cash require additional or different terms or conditions, then such terms and conditions shall apply.


3) Seller Listings, Obligations, and Payments


a) Listing Creation and Seller Representations i) You may use the Service to create one or more offers to sell a product (a “Listing”) for a price you specify (the “Price”). Your Listings must meet the requirements specified in the current Listing Policy . ii) You represent that You have all rights necessary to sell the items specified in your Listings, and that your Listing describes such Items truthfully, accurately, and completely. iii) You represent that you have all necessary rights, permissions, or consents to use and post any information (including Personal Information as defined under applicable law), images, messages, or other data (“Seller Content”) You post, transmit, submit, upload or include in connection with your Listings or use of the Service. iv) By posting or otherwise transmitting any Seller Content you grant Nuuly and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify, make derivative works of and otherwise use in any manner Seller Content in connection with the operation of the Service or any other products or services of Nuuly, or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed (including without limitation publishing your Seller Content on the Internet or on Third Party Services such as Facebook, sharing it with blogs, etc., and allowing other users to share listings that include Seller Content).


b) Prohibited Items. You may not list or sell any Item that is counterfeit or otherwise illegal under applicable law, or which is not within one of the permitted product categories as specified in the current Listing Policy . Nuuly may remove any listing that it determines in its sole discretion does comply with these Terms or the Policies.


c) Seller Obligations Upon Sale i) Purchase Accepts Offer in Listing. (1) You agree that a Buyer may accept your offer in a Listing as specified in the Policies or elsewhere in the Service (a “Purchase”). If a Buyer Purchases an Item from you, an agreement of sale is formed between the Buyer on the one hand and you as Seller on the other. Nuuly is not a party to that agreement. ii) Shipping (1) Shipping Label. Upon a Purchase, Nuuly will provide Seller with a prepaid shipping label to use in shipping the Item Purchased to the Buyer (the “Shipping Label”). You must use the Shipping Label to ship your goods to Buyer; if you do not, the order will be cancelled and you will not receive any payment. Nuuly is not responsible for any loss or damage you suffer arising out of or relating to shipping items using any method other than the Shipping Label. (2) Shipping Timelines. You must print the Shipping Label within 7 days of Buyer’s Purchase and must ship the goods within 10 days of Buyer’s Purchase. If you do not meet these requirements, the Purchase will be cancelled. (3) Shipping Policies. You must comply with Nuuly’s Shipping Policy when shipping goods to the Buyer. (4) Title and Risk of Loss. Seller will continue to own and have title to and risk of loss on each Item until that Item is delivered to the Buyer. Title to the Purchased goods transfers to Buyer upon delivery. iii) Fees and Payments (1) Payments to Nuuly (a) Seller agrees to pay Nuuly all fees related to a Listing or Purchase as specified in the Fee Policy (“Seller Fees”). Seller agrees that Nuuly may deduct Seller Fees from amounts otherwise owed to Seller in connection with a Purchase. Seller also agrees that Nuuly may deduct Seller Fees from an authorized payment method connected with Seller’s account if Nuuly determines, in its sole discretion, that it is impossible or impractical to deduct Seller Fees from amounts owed to Seller. (b) Seller agrees to pay all other amounts owed to Nuuly under these Terms, and agrees that Nuuly may and expressly authorizes Nuuly to collect such amounts either (1) from amounts otherwise owed to Seller (including Seller’s Payouts or Nuuly Cash), (2) by charging or deducting from one or more of Seller’s authorized payment methods or linked accounts, or (3) in any other lawful manner. (2) Payments To Seller (a) Payouts. Nuuly will maintain a notional record of amounts owed to Seller (“Payouts”). After Buyer Accepts goods shipped by Seller, Nuuly will either (1) credit Seller with a Payout equal to the Sale Price minus Seller Fees, or instead (2) charge Seller Fees to an authorized payment method and credit Seller with a Payout equal to the Sale Price. (b) Cash Out Or Conversion to Nuuly Cash. (i) Seller may choose one of the following two options with respect to any Payouts: (1) transfer Payouts into Seller’s connected account (“Cash Out”), where Seller will receive an amount of U.S. Dollars equal to the Payout Cashed Out less any applicable fees as set forth in the Fee Policy , or (2) convert Payouts into “Nuuly Cash,” (“Convert”) where Seller will receive an amount of Nuuly Cash equal to 110% of the Payout Converted (for example, if Seller converts $100 in Payout, they will receive $110 in Nuuly Cash). Once Seller has chosen an option, they may not change that decision. In other words, once Seller has chosen to Convert Payouts into Nuuly Cash, Seller cannot Cash Out those amounts, and once Seller has chosen to Cash Out Payouts, they may not choose to Convert those Payouts into Nuuly Cash. (ii) Nuuly Cash may be redeemed to Purchase goods on the Service, purchase goods or services from Nuuly, or to purchase goods or services from participating retailers as described in the Nuuly Cash Policy . iv) Seller Taxes (1) Sales Taxes. Purchased items may be subject to sales, use, excise and other applicable taxes in the jurisdiction applicable to your Listing (“Taxes”). Where it is obligated to do so, Nuuly will collect Taxes from Buyers on behalf of Seller and remit such Taxes to applicable taxing authorities on behalf of Sellers. Taxes are not included in the Price or Sale Price, but will be displayed to Buyer before Buyer confirms a Purchase. Although we may collect and remit Taxes, You are ultimately responsible for the verification and reporting of any and all applicable taxes to the appropriate tax authorities, including instances where Nuuly does not collect taxes on your behalf. (2) Income and Other Taxes. Seller may owe income or other taxes on income, revenues, or profits from sales. Nuuly may send Seller a Form 1099-K, depending on the totals of Seller’s sales and transactions. Nuuly does not and will not provide tax advice. You are solely responsible for determining whether and what amount of taxes you owe and to what jurisdiction(s). 4) Purchases of Items a) Purchasing Items i) You may Purchase items Listed by a Seller using the Service. If you do, an agreement of sale is formed between the Seller on the one hand and you as Buyer on the other. Nuuly is not a party to that agreement. b) Payment For Goods i) Upon Purchase, Buyer agrees to pay to Nuuly a sum equal to (1) the Listing Price as modified by any discounts, promotions, or other adjustments (the “Sale Price”) plus (2) Shipping Costs plus (3) any applicable Taxes (the “Purchase Amount”), as set forth in the current Fee Policy . ii) Buyer Agrees that Nuuly may charge Buyer the Purchase Amount using the payment method Buyer selects in the Purchase. iii) All Purchases are final, with no returns, refunds or retractions allowed, except where expressly permitted by Nuuly or where the Purchase is cancelled. c) Acceptance of Goods; Returns; Refunds i) Acceptance. You have three days from delivery (as reported by carrier tracking information) to inspect goods Purchased. You must report any issues with the goods within this period. If you affirmatively accept the goods in the Service, or fail to report a problem within the three day period, you will be deemed to have “Accepted” the goods. ii) Returns; Refunds. (1) Except as expressly permitted in these Terms or the Policies, all sales are final and you may not return any goods. If you have Accepted an item, you may not receive a refund. (2) If an Item is not as described or pictured in the Listing, or the Buyer has another dispute with Seller, the Buyer must notify Nuuly within three days of delivery (as reported by the carrier tracking information). Nuuly will have sole discretion to make a final determination regarding the dispute and whether a partial or full refund or other resolution is warranted. You agree to abide by any determination made by Nuuly with respect to any such dispute.