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Nuuly Terms of Service

LAST UPDATED: July 20, 2026

THESE TERMS AND CONDITIONS CONTAIN A MANDATORY DISPUTE RESOLUTION PROVISION FOUND AT THE BOTTOM OF THIS PAGE THAT INCLUDES A BINDING ARBITRATION PROVISION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT AFFECT YOUR RIGHTS. THE DISPUTE RESOLUTION PROVISION REQUIRES THAT DISPUTES BE RESOLVED IN INDIVIDUAL ARBITRATION OR SMALL CLAIMS COURT PROCEEDINGS. PLEASE REVIEW THESE TERMS CAREFULLY.

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 and to purchase Products from the Thrift Shop. 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 the services available at  www.nuuly.com , or the iOS or Android mobile apps made available by Nuuly (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.

  1. Account and Registration

If you wish to use the Services, you must open an account with us and provide the required information to us. To be eligible to participate, you must be a legal resident of the United States and (ii) if you are under the age of majority in your jurisdiction, be 13 years or older in age and have obtained your parents’ or guardian’s permission to participate in the Program. By creating an account and subscribing to the Services, you represent and warrant that: (i) you are of legal age in you jurisdiction to enter into a binding agreement or you are above 13 years of age and have obtained your parents’ or guardian’s permission to use the Services; (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 to the Services, without notice, for any conduct that we, in our sole discretion, believe violates these Terms, including your representations and warranties in this section. You are solely responsible for maintaining the accuracy of the account you create to access the Site and Services (“Services Account”). When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your password, and you accept responsibility for all activities that occur under your Services Account. If you believe that your Services Account is no longer secure, then you must immediately notify us by contacting customer service at support@nuuly.com. 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 Services 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.

  1. Program Information

Customers who subscribe to the Services will be eligible to have six garments they selected from the Nuuly catalog rented at one time for a monthly fee of $98, excluding any applicable taxes. Customers will be shipped Products they select (a “Box”) up to once per billing cycle, unless customers return their Box early and unlock the subsequent Box early. When you subscribe to Nuuly, you will be able to start building your Box that you would like to rent from us. Certain brands and styles may be excluded from the Services by us at our sole discretion. We may refuse to ship to any address for any reason in our sole discretion, including that it is outside of 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 $22 per item fee, customers can add up to 4 additional items from the Nuuly catalog to their Box (“Bonus Items”). Bonus items are subject to the returns policy below and must be returned with the Box they were received with in order to avoid auto-purchase of the item(s).

  1. Payment and Billing Cycle

To use the Services, you must provide a valid debit, credit or Nuuly gift card (a “Payment Method”). By providing a Payment Method, you authorize us to charge the monthly subscription fee to the Payment Method associated with your Services Account. If a Nuuly gift card is linked to the Services Account, we will charge the gift card first, then any outstanding balances will be charged to the Payment Method on file. Transactions by gift card cannot be refunded to a credit card and instead will be refunded to a gift card.

You remain responsible for any uncollected amounts that are unable to be charged to a Payment Method. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your Services 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 hereby 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 by you. The date and time you enroll becomes your “Billing Date” for purposes of your billing cycle, meaning that your Payment Method will be charged on or around that day unless you cancel before 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 15 and on the 15th of each subsequent 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 of each month for billing purposes. If you enroll in the Service, automatic charges to your Payment Method will continue until you pause or cancel, which you may do through the Site.

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 $98 on the requested new billing date. Upon payment, this new date will be your new Monthly Anniversary for subsequent months.

  1. Shipping

We offer a number of shipping options to fit your needs.

At checkout, we will provide you with an estimated delivery date for your order. This estimated delivery date includes processing time as well as extra time to account for weekends. UPS Next Day shipping and expedited fulfillment (Fast Forward) can be purchased for $20. Orders placed after 12 PM typically ship the next business day.

Nuuly is unable to edit shipping addresses after the order is shipped. Nuuly is not responsible for any incorrect address information submitted by you during the order flow. If you require an update to your address, contact the Nuuly Customer Success team within 30 minutes of order placement to edit the address before the order ships from our fulfillment center, but we do not guarantee that we can update the address.

Once shipped, you will receive a Shipment Confirmation email with a tracking number. For the latest updates on shipments, please check your order history. We ship to all US states. Orders cannot be shipped to PO Boxes or territories at this time. Nuuly is not held accountable for carrier delays in shipment or delays outside of our control.

  1. Returns

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

You may keep your Box and Products for as long as you like. However, you will not be eligible for your next Box shipment until the later of the date of (1) your Billing Date and (2) when you have returned or purchased all the items in your last Box. Products will be considered returned when we process them back into inventory at our fulfillment center (the “Return Date”). If you return some but not all Products, with respect to any Products we do not receive by the Return Date, you will be considered to have elected to purchase such Products, pursuant to Section 6. 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 you receive any Product in your Box that appears to be damage up on receipt, you must reach out to the Customer Support team within 48 hours of receiving your Box.

  1. Pricing and Product Purchases

You may elect to purchase any Product you receive in your Box. Each individual Product will be available for purchase at its own unique price. The Product’s unique price is based on a number of factors, including its condition, the number of wears, and demand. Accordingly, the price shown to you for the Product will be dynamic, 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 Services Account, view your Rental History and select “Buy” 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 set forth in Section 5 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.

You may purchase Products from the Thrift Shop available on the Site, Nuuly’s program offering the option to buy styles from the catalog prior outside of the Nuuly rental. Items purchased from the Thrift Shop are final sale. If you return a final sale item, we may elect in our sole discretion to accept the return and you will be refunded the purchase price of the garment, minus a $22 fee. Thrift Shop purchases will be shipped and delivered with your next Nuuly Box and cannot be shipped separately. Thrift Shop orders will be cancelled if a subscription is paused or cancelled before the next Box is ordered. Nuuly reserves the right to cancel any Thrift Shop purchases without notice for any conduct that we, in our sole discretion, believe violates these Terms.

  1. 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 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 an 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) Bonus Item to be added to a future Box and notify you via email. Please note that the content, products, services, promotions, and prices displayed on our Site may vary by website visitor; you may therefore see Products not available to other consumers, and other visitors may see Products not shown to you.

  1. Cancellation

Your subscription will continue month-to-month and automatically renew unless you cancel or pause your subscription. You can cancel or pause your subscription at any time by logging into your Service 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 4am EST on 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, your subscription will not be cancelled. Additionally, when you cancel your subscription, you will forgo any additional services, benefits and outstanding credits that had accrued to your account due to tenure of subscription.

  1. 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).

  1. 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.

All Products purchases via Thrift Shop or in-Box are non-refundable. You will not be refunded in the event a purchased Product is returned.

  1. Title and Risk of Loss

Title to each Product in your Box remains with us while you have a Product during your rental period until you purchase the Product as described above in Sections 5 and 6. 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.

Nuuly bears no liability for your personal items returned to our facility by you. In the event that we locate your personal item and arrange for its return to you, Nuuly assumes no liability for any loss, misplacement, or damage occurring during transit. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

  1. 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.

You can opt-in to receive recurring automated promotional and personalized marketing text (e.g., SMS and MMS) messages (e.g., cart reminders) from Nuuly, including text messages that may be sent using an automatic telephone dialing system, to the mobile telephone number you provided when signing up or any other number that you designate (“Text Program”). Consent to receive automated marketing text messages is not a condition of any purchase. Msg & Data rates may apply. Message frequency will vary. Nuuly reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. Nuuly also reserves the right to change the short code or phone number from which messages are sent and we will notify you when we do so.

Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. Nuuly, its service providers and the mobile carriers supported by the program are not liable for delayed or undelivered messages.

You also agree to our Nuuly Privacy Policy in connection with your participation in the Text Program.

We are able to deliver messages to the following mobile phone carriers, which list may be updated from time to time: Major carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, U.S. Cellular, Alltel, Boost Mobile, Nextel, and Virgin Mobile. Minor carriers: Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos,Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless).

CANCELLATION Text the keyword STOP, STOPALL, END, CANCEL, UNSUBSCRIBE or QUIT to our longcode or shortcode to cancel. After texting STOP, STOPALL, END, CANCEL, UNSUBSCRIBE or QUIT to our longcode or shortcode you will receive one additional message confirming that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the STOP, STOPALL, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands and agree that Nuuly and its service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our Text Programs, you may continue to receive text messages from Nuuly through any other programs you have joined until you separately unsubscribe from those programs.

HELP Text the keyword HELP to our long-code or short-code to return customer care contact information.

CUSTOMER SUCCESS If you are experiencing any problems, please visit our Contact Us page, or email support@nuuly.com, and submit the form with details about your request for support.

CONTACT This Text Program is a service of Nuuly, located at 5000 S Broad Street, Philadelphia, Pennsylvania 19112.

You and Nuuly agree that any dispute arising out of or in any way related to these Text Program terms and conditions (“Messaging Terms”) or your receipt of text messages from Nuuly or its service providers will be resolved pursuant to Section 23.

  1. Accessibility

Colors and Styles. We strive 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 Box order).

  1. Use of the Site and Services

 

All of the content you see and hear on the Site, including, for example, all of the page headers, images, illustrations, graphics, audio clips, video clips, text, software, HTML code and all other materials and elements that appear as part of the Site (collectively, the “Content”), together with and all software, code, and proprietary methods and systems used to provide the Services, are subject to U.S. and international trademark, service mark, trade dress, copyright and other intellectual property rights or licenses held or owned by Nuuly, one of its affiliates or by third parties who have licensed their materials to Nuuly.

Subject to your compliance with these Terms, and to the exclusions set forth in the next paragraph, we provide you with a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of our Content solely for purposes of browsing the Site and accessing the Services. You may not: (i) copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license, allow others to copy, or otherwise exploit the Site or any of the Content for yourself or for the benefit of any third party; (ii) access or use the Site or the Content for any competitive or commercial purpose; (iii) modify any copyright, trademark or other proprietary notice or disclaimer on the Site or included with the Content; or (iv) frame, in-line link or otherwise associate or link the Site or Content with content or information not originating from the Site. Any violation of this Section 14 is strictly prohibited. We may revoke this limited license at any time for any or no reason. We will enforce our intellectual property rights to the fullest extent of the law.

No right, title or interest in any Content 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 and protected by U.S. federal and state trademark laws and international laws and treaties. Nuuly does not condone and will not tolerate any unauthorized use of our trademarks, trade names, logos, names and trade dress (collectively, “Our Trademarks”). Nuuly and our affiliated companies retain all rights regarding Our Trademarks. No license for the use of Our Trademarks is granted to you under these Terms or by your use of the Site. Unauthorized use of Our Trademarks in any manner is strictly prohibited.

Violation of this Section 14 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.

  1. Prohibited Uses of the Site or Services

In connection with your use of the Site and Services, including any rights granted hereunder, you will not:

(a) use the Site or Services for any illegal or unlawful purpose or in violation of any local, state, national, or international law, or encourage conduct that would constitute a criminal offense or give rise to civil liability; (b) harass, threaten, demean, embarrass, or otherwise harm any other user of the Site or Services; (c) violate, misappropriate or infringe, or encourage others violate, misappropriate or infringe, any copyright, trademark, or other intellectual property, privacy, or publicity right of any third party; (d) interfere with security-related features of the Site, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law; (e) use any data mining, robots, data or web scraping, or similar data gathering and extraction tools, including with respect to training data for, or otherwise gathering data in connection with, any artificial intelligence model, tool or program; (f) interfere with the operation of the Site or any user’s enjoyment of the Site, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Site; (g) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Site account without permission, or falsifying your age or date of birth; (h) engage in any behavior that is unlawful, threatening, harassing, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, sexually explicit, hateful, profane, indecent, racially or ethnically derogatory, or otherwise objectionable; or exhibit any conduct that, in our judgment, restricts, impairs, interferes or inhibits any other user from using or enjoying the Site and/or our related Services and Products; or (i) post, submit, input, transmit, redistribute, upload, or promote any communications, text prompts, Comments or User Generated Content or other materials in violation of any of the foregoing restrictions.

  1. User Comments

From time to time, you may provide us with comments, feedback, suggestions, ideas, questions, text prompts, submissions or other communications (collectively, “Comments”). You are and shall remain solely responsible for any Comments that you provide. As between you and Nuuly, all Comments disclosed, submitted, provided or offered to Nuuly on or through this Site or to Nuuly or its affiliates, shall be Nuuly’s property. Such disclosure, submission, provision or offer of any Comments shall constitute an assignment to Nuuly of all worldwide right, title and interest in such Comments, such that, as between you and Nuuly, Nuuly shall exclusively own all such right, title and interest in such Comments, and Nuuly shall not be limited in any way in their use, commercial or otherwise. To the extent the foregoing assignment is not possible, you hereby grant Nuuly a perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, transferable license to use, modify, reproduce, transmit, display and distribute such Comments for any purpose. For clarity, Nuuly shall be free to use any ideas, concepts, know-how, or techniques contained in any Comments you send to us for any purpose, including, but not limited to, developing, manufacturing and marketing products using such information. Nuuly is and shall be under no obligation (i) to keep any Comments confidential; (ii) to pay any user any compensation for any Comments; or (iii) to respond to any user Comments. To the extent you do not have the appropriate rights in your Comments to comply with this Section 16, do not provide us with your Comments.

  1. User Generated Content

You may voluntarily upload and post images and Product reviews on the Site, which content may include data, text, images, photographs, social media handles and videos (collectively, “User Generated Content”). You hereby grant Nuuly and our licensees (e.g., third-party service providers who provide content management services) (collectively with us, the “Licensees”) a perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, transferable license to use any User Generated Content you provide to us through the Site or otherwise, in any media, including without limitation on our retail website, social media channels, and other promotional materials. The Licensees may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter or edit your User Generated Content in any manner in their sole discretion, with no obligation to you whatsoever. You grant the Licensees the right to use your username, real name, image, likeness, caption, location, or other identifying information in connection with any use of your User Generated Content. You understand and agree: (i) that you are entirely responsible for the User Generated Content you provide, (ii) that such User Generated Content may be accessed and viewed by others, including by the general public, (iii) whether or not such User Generated Content is published, Licensees do not guarantee any confidentiality with respect to any User Generated Content, and (iv) that Licensees do not make any representations or warranties with respect to any User Generated Content that they may make available or otherwise use.

You are and shall remain solely responsible for any User Generated Content that you provide. You hereby represent and warrant that (a) you own all rights in and to your User Generated Content, (b) you have permission from all person(s) appearing in your User Generated Content to grant the rights granted herein, and (c) the Licensees use of your User Generated Content as described herein will not violate the rights of any third party or any law. You hereby release, discharge and agree to hold Nuuly, the Licensees and our directors, officers, employees, agents and affiliates, and any other person or entity acting on our behalf, harmless from all claims and any liability related in any way to the Licensees use of your User Generated Content and your name, likeness, voice and biographical information (to the extent applicable). If you believe your rights are infringed by any User Generated Content embedded or referenced on the Site, please notify Nuuly pursuant to the DMCA Notice & Take-down Procedure set forth below.

You waive any right to inspect or approve any materials in which Nuuly may eventually use your User Generated Content and understand that we may crop, shape, or otherwise adjust any User Generated Content in our sole discretion. We reserve the right to determine in our sole discretion whether User Generated Content is appropriate; whether it complies with these Terms, our standards, and applicable law; and whether it may be posted or removed. Any User Generated Content containing inappropriate material, as determined in our sole discretion, will not be approved for uploading on the Site. This may consist of, but is not limited to:

Derogatory or discriminatory language or profanity;

  • Sexually explicit, abusive, obscene, racist or offensive material or nudity;
  • Infringement upon copyrights or trademarks;
  • Any negative or disparaging comments about other customers;
  • 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; or
  • References to any third party products, brands, or intellectual property.

Person(s) depicted in photos must be at least 18 years of age or have permission from a parent or legal guardian.

Any personally identifiable information you provide to Nuuly through the Site, including through Comments or User Generated Content, shall be subject to our Privacy Policy .

  1. DMCA Notice & Take-down Procedure

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Without limiting the foregoing, if you believe in good faith that your work has been copied in a way that constitutes copyright infringement, you (or your agent) may provide our Copyright Agent a notice at the address listed below requesting that we remove the material or block access to it, but you must include the following information:

(i) identification of the copyrighted work that you believe to be infringed, a description of the work, and where possible, a copy or the location (e.g., URL) of an authorized version of the work; (ii) identification of the content you believe to be infringing and a description of the content and its location on the Site, and any information reasonably sufficient to permit Nuuly to locate the same; (iii) Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address; (iv) a written statement by you that you have a good faith belief that the disputed use of the work is not authorized by the copyright owner, its agent, or the law, including the law of fair use; (v) 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; and (vi) an electronic or physical signature of the person authorized to act on behalf of the exclusive owner of the copyright interest that is allegedly infringing.

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

  1. Disclaimer

THIS SITE AND ALL CONTENT ON THE SITE ARE PROVIDED TO OUR CUSTOMERS AND PROSPECTIVE CUSTOMERS ON AN “AS IS” AND “AS AVAILABLE” BASIS. NUULY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND CONTENT, INCLUDING (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. NUULY DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND NUULY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Nuuly does not disclaim any warranty or other right that Nuuly is prohibited from disclaiming under applicable law. You acknowledge that, by your use of the Site, your use is at your sole risk. If you are located outside the United States you are responsible for ensuring your use of the Site complies with the local laws in your geographic region.

You understand and acknowledge that, pursuant to Section 230 of the Federal Communications Decency Act, providers of interactive computer services shall not be treated as the publisher or speaker of any information provided by another information content provider.

  1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NUULY, OUR AFFILIATES OR LICENSORS, TOGETHER WITH OUR AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) (COLLECTIVELY, “DAMAGES”),ARISING FROM OR IN ANY WAY RELATED TO THE USE OF THE SITE, THE SERVICES, THESE TERMS, OUR PRIVACY POLICY , THE TEXT PROGRAM, THE MESSAGING TERMS, THE REFER-A-FRIEND PROGRAM OR THE PROGRAM TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF NUULY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, NUULY, OUR AFFILIATES OR LICENSORS, TOGETHER WITH OUR AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS COLLECTIVE AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO TWO HUNDRED AND FIFTY DOLLARS ($250).

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.

  1. Term, Termination and Modifications

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 in our sole discretion. The provisions relating to Dispute Resolution, Use of the Site and Services (except with respect to the license granted to you thereunder) and Miscellaneous, shall survive any termination.

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.

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 that is 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 Services 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.

  1. Indemnification

Except to the extent prohibited under applicable law, you agree to indemnify, defend, and hold harmless Nuuly and our past, present and future parent, affiliates and subsidiaries, together with our officers, directors, employees, agents, licensors and suppliers (collectively the “Nuuly Indemnitees”) from and against all claims, demands, actions, liabilities, losses, expenses, damages and costs, including reasonable attorney’s fees, arising out of or resulting from (i) any violation or alleged violation of these Terms, (ii) your use or misuse (including by any other person accessing the Site using your account) of the Site or Services available or purchased on or through the Site, (iii) any Comments or User Generated Content you provide, and (iv) your violation of any law, rule, regulation or rights of others in connection with your use of the Site. You shall not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate in connection with the defense of those claims.

  1. Dispute resolution

These Terms are subject to the dispute resolution provisions (dispute resolution process; arbitration provision; class action waiver; jury trial waiver; governing law and forum) available found at the bottom of this page.

  1. Third-Party Links

In an attempt to provide increased value to our visitors, Nuuly may choose various third-party web sites to link to from our own 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 web sites are only for your convenience and therefore you access them at your own risk. Any information you share with or actions you take on third-party web sites are governed by the applicable third-party web site’s terms of use and privacy policy, which you should review carefully.

  1. 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.

  1. Contact Us

For information about the Services, the fastest way to get in touch is to contact Customer Service via our messaging portal. You may also email support@nuuly.com. 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 directly, our company details are: Nuuly Registered office: 5000 South Broad Street, Philadelphia PA 19112-1495

  1. AI-Powered Features

27.1 Interactions with AI Features: We may offer various AI-powered features, including chatbots, personalized product recommendations, and visual search tools (collectively, "AI Features"). When you interact with or use these AI Features, you agree that your conversations, searches, images, and any other information you provide ("User Content") may be collected and stored to operate and improve our services.

27.2 Use of User Content: Your User Content may be used to enhance the functionality and accuracy of our AI Features, to personalize your experience, and for other business purposes, such as product development and internal analytics. We may also use User Content to train and improve the underlying AI models that power these features.

27.3 Data Sharing with Third Parties and Service Providers: We may share your User Content with Service Providers who assist us with the operation, development, and maintenance of our AI Features. These Service Providers are contractually prohibited from using your User Content for any purpose other than providing the contracted services. We may also share aggregated or de-identified data with third parties for analytical or business purposes, which cannot be used to identify you.

27.4 AI-Generated Content: Our websites and apps may display content generated by artificial intelligence, including, but not limited to, translations, product images on AI- generated models or entirely virtual product images. This content is provided for illustrative purposes only.

27.5 Disclaimers and Limitations: The AI Features are provided "as is" and "as available"; They may not be entirely accurate, complete, or error-free. You should not rely on information or recommendations from these AI Features for making significant decisions. We are not liable for any actions you take based on the use of our AI Features.

27.6 No Automated Legal Decisions: Our AI Features do not make automated decisions that produce legal or similarly significant effects concerning you. All decisions related to your account, eligibility for programs, or financial matters are made by human review.

27.7 User Responsibilities: You are responsible for the User Content you provide. You agree not to submit any content that is illegal, defamatory, obscene, or violates the rights of any third party. You also agree not to provide highly sensitive personal information, such as financial account numbers, medical information, or Social Security numbers to our AI Features.

27.8 AI Translations: We use AI Features to translate website content, including customer reviews, into different languages. Translations are provided solely for your convenience and we make no representation as to their accuracy.

Refer-A-Friend Program Terms

Nuuly may, in its sole discretion, offer Refer-A-Friend benefits from time to time (the “Refer-A- Friend Program”). The Refer-A-Friend Program is governed by the Terms and the program terms and conditions set forth below (the “Program Terms”). In the event of a conflict between the Terms and Program Terms, the Program Terms will prevail with respect to the conflicting terms and conditions. Nuuly may also make available additional terms and conditions applicable to the Refer-A-Friend Program, which, in the event of a conflict with the Program Terms, shall prevail with respect to the conflicting terms and conditions, and shall otherwise be deemed to be part of the Program Terms. By participating in the Refer-A-Friend Program, you agree to abide by the Terms and Program Terms. If you do not agree to the Terms 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 the Terms and Program Terms. Rewards (defined below) are granted at Nuuly's sole discretion. We reserve the right to amend these guidelines and the methods through which 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 your 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 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 to apply to a future Box (also, a “Reward”).

C. Eligibility

Referrers. To be eligible to refer Friends as part of a Refer-A-Friend Program, you must if you are under the age of majority in your jurisdiction, be 13 years or older in age and have obtained your parents’ or guardian’s permission to participate in the Refer-A-Friend Program, be a legal resident of the United States, and currently have an active Nuuly 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 do not comply with the Terms 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. If your friend subscribes without the referral link and discount, you will not receive a Reward.

Friends.

To be eligible to use a “Welcome Invite”, the Friend must if they are under the age of majority in your jurisdiction, be 13 years or older in age and have obtained their parents’ or guardian’s permission to subscribe to the Services and be 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 the Refer-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 Services Account and will be emailed to the email address associated with your Services Account. Any subsequent Rewards that you earn will be emailed to the Referrer. You must redeem Rewards within 12 months from when they accrued 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 will 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 Services Account and can be applied to any subsequent Box.

Rewards Disclaimer. Rewards earned through the Program have no monetary value and are non-transferable, and are awarded at our sole discretion. You have no property rights in or to Rewards or Program benefits. Rewards credited to your Services Account may be decreased or reversed, as applicable, if part or all of a Program purchase is returned or cancelled; if a Program action is deemed abusive of the Program, offensive, untrue, libelous or illegal or fraudulent, or if the credit is obtained through other activity that violates these Terms or the Program Terms as determined by us in our sole but reasonable discretion. Discounts or benefits received as Rewards cannot be exchanged or returned for other benefits, another product or service or for a monetary refund. The sale, barter, transfer, or assignment of any Rewards offered through the Program, other than by us, is expressly prohibited.

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

The Cluub

You can apply to join the Cluub to earn rewards (“Cluub Rewards”) by posting your Nuuly rentals on Instragram or TikTok. Participation in the Cluub is subject to the Terms, the Cluub program terms and conditions set forth below (the “Cluub Terms”) and any other applicable terms and conditions Nuuly may make available, which will be deemed part of the Cluub Terms.

ELIGIBILITY TO APPLY

  • Must have a public social media profile at the time of application
  • Must have at least 2,000 followers on Instagram or TikTok
  • Profiles with less than 10,000 followers must include a Nuuly link in bio
  • Must be US based and have at least 60% US based audience
  • Must pass Nuuly brand safety review (no posts featuring unsafe activity, bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age, and no negative posts about Nuuly or any of the URBN brands, or any competitors)

POST RULES

  • All posts must be made from accounts that are public
  • All post must visibly display @nuuly
  • Each post must include #NuulyPartner and #CluubNuuly. Such hashtags must appear where content is promoted and where the content is actually viewed, must appear “above the fold,” (e.g., on mobile devices where truncated versions of content appear, the disclosure must appear within the first two (2) lines of visible content) and consumers should not have to click in order to view the disclosure, and disclosures must be immediately evident. In determining whether the disclosure passes muster, factors to consider include: how much time followers have to view it, how much competing text there is to read, how large the disclosure is, and how well it contrasts against the frame. (It might make sense to have a solid background behind the disclosure.)
  • Use audio disclosures when making audio claims, and present them in a volume and cadence so that the audience can hear and understand them. Keep in mind that if the content is a “Story,” an audio-only disclosure is NOT sufficient, as many users of these platforms watch videos without sound, so they would not hear an audio-only disclosure.
  • All disclosures must stay with the content if it can be shared. In the event you are posting on one platform and the post is syndicated to another platform, disclosures must travel with the post, and appear clearly and conspicuously (e.g., pre-click) on all platforms.
  • All posts must include your promo code on screen or in caption where applicable
  • Instagram stories must use a tap-to-shop or swipe-up link to Nuuly, using your unique link
  • Accounts with under 10k followers must have a link in bio for Nuuly, using your unique link
  • Any audio used in posts must be public domain audio or wholly-owned or created by you.

OTHER TERMS + CONDITIONS

  • Ambassador’s posts should be truthful and not misleading, atypical, or unfair.
  • Any statements made by Ambassador will reflect their honest opinion, beliefs or experience (including, without limitation, about Nuuly and its services).
  • Ambassadors’ posts should not include or infringe on the intellectual property of other parties, or include any third parties without proper consent.
  • Ambassadors may not make disparaging claims about Nuuly, Nuuly’s competitors, or the brands that Nuuly carries.
  • Ambassadors may not post content that promotes unsafe activity, bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.
  • Ambassadors must comply with the applicable platform’s (e.g., Instagram or TikTok) terms, including any branded content guidelines.
  • Nuuly has the right to monitor posts to ensure the accuracy of any claims and that Ambassadors have adequately disclosed their connection to Nuuly. Nuuly has the right to address non-compliant posts, including by requiring you to fix the post and/or excluding the post from eligibility for any promotions.
  • To be eligible for rewards, you must sign up on this page and follow the post rules above.
  • Any content you submit, upload or post in connection with the Cluub will be deemed User Generated Content subject to the Terms, and Nuuly may use such User Generated Content for paid & organic marketing purposes, pursuant to the license you grant to the User Generated Content under the Terms.
  • Nuuly may update the rewards program at any time. If Nuuly updates the program, participants will be notified via email and will be allowed to opt out of the program.
  • Participating Ambassadors may contact influencers@nuuly.com at any point to opt out of the program.

HOW DO I GET REWARDED On Instagram, ensure you’ve tagged @nuuly in your caption copy or in your story frame and are following the post guidelines. On TikTok, make sure you’re including @nuuly in the caption. Comply with the Terms and the Cluub Terms. Within 7 days after you post, check your email. We’ll send your Cluub Reward to the email you applied with.

WHEN SHOULD I EXPECT REWARDS Cluub Rewards will be shared within 7 days after you post, assuming you have fulfilled the requirements.

HOW MANY REWARDS CAN I EARN You are eligible to earn up to $1,600 in rewards per calendar year and up to $200 in rewards per month that you are selected to post content, assuming you have fulfilled the requirements.

Rewards Disclaimer. Cluub Rewards are non-transferable, and are awarded at our sole discretion. Cluub Rewards may be decreased or reversed, as applicable, if your participation in the Cluub is deemed abusive of the Cluub, offensive, untrue, libellous or illegal or fraudulent, or if the Cluub Reward is obtained through other activity that violates these Terms or the Cluub Terms as determined by us in our sole but reasonable discretion. The sale, barter, transfer, or assignment of any Cluub Rewards offered through the Cluub, other than by us, is expressly prohibited.

Dispute Resolution Procedure (Including Arbitration Agreement, Class Action Waiver, Jury Trial Waiver, Governing Law, and Venue)

ARBITRATION AGREEMENT

Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and URBN US Retail LLC, and its past, present, and future subsidiaries and affiliates (collectively, “URBN,” “we,” “our,” or “us”) agree that any controversy, claim, action, or dispute in any way related to your use of any URBN website or mobile app, to any purchase from URBN, to any products or services offered, sold or distributed by URBN, or to your relationship with URBN, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (“Dispute“) will be resolved through this Dispute Resolution Procedure, including this arbitration agreement (“Arbitration Agreement”), class action waiver, and jury trial waiver. In arbitration there is less discovery and appellate review than in court. Please review these provisions carefully as they affect your legal rights.

Binding Arbitration. Dispute is to be interpreted broadly and to the fullest extent permitted by the Federal Arbitration Act. It includes, but is not limited to: (1) any dispute or claim that arose before the existence of these or any prior Terms of Use (“Terms”) (including, but not limited to, claims relating to advertising); (2) any dispute or claim that is currently the subject of purported class action litigation in which you are not a member of a certified class; and (3) any dispute or claim that may arise after termination of these Terms. Dispute, however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property. The arbitrator shall decide all issues except the following (which are for a court of competent jurisdiction to decide): (1) issues that are reserved for a court in the Terms; (2) issues that relate to the scope, validity, and enforceability of this Arbitration Agreement, class action waiver, or any of the provisions of this Dispute Resolution Procedure;(3) issues that relate to the arbitrability of any Dispute; and (4) disagreements about whether these Terms or any other terms apply to a Dispute. You and we agree that these Terms evidence a transaction in interstate commerce and that this Arbitration Agreement will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law (not state arbitration law). Notwithstanding the foregoing, you or we may elect to have a Dispute heard in small claims court as long as it is brought and maintained as an individual claim, and it remains in that court and is not removed or appealed to a court of general jurisdiction. Whether a Dispute falls within the jurisdictional limits of small claims court is for the small claims court to decide in the first instance, and for a court of competent jurisdiction to otherwise decide.

Informal Dispute Resolution. If a Dispute arises between you and URBN, we prefer amicable resolution to formal legal proceedings. To that end, we have an informal dispute resolution process (“Process”) we believe should resolve most matters. The party asserting the Dispute shall first try in good faith to resolve such Dispute by providing written notice to the other party (by first class or registered mail) that includes all of the following information (the “Notice”): (1) information sufficient to identify any transaction and account at issue (including any purchase details and receipt if applicable); (2) the party’s contact information (including name, address, telephone number, and email address); and (3) a detailed description of the nature and basis of the Dispute and the relief sought, including a calculation for it. The Notice must be personally signed by the party initiating the Dispute (and their counsel, if represented). If you have the Dispute with us, you must send this Notice to: URBN Legal Department, 5000 South Broad St, Philadelphia, PA 19112, Attn: General Counsel. If we have a Dispute with you, we will send this Notice to your last-used billing address or the billing and/or shipping address in your online profile. For a period of 60 days from receipt of a completed Notice (which can be extended by agreement of the parties), you and we agree to negotiate in good faith in an effort to informally resolve the Dispute. The party receiving the notice may request a telephone or video settlement conference to aid in the resolution of the Dispute. If such a conference is requested, you and a URBN representative will personally attend (with counsel, if represented). The conference will be scheduled for a mutually convenient time, which may be outside of the 60-day period. Completion of this Process is a condition precedent to initiating a claim in arbitration. If the sufficiency of a Notice or compliance with this Process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this paragraph limits the right of a party to seek damages for non- compliance with this Process in arbitration. All applicable limitations periods (including statutes of limitations) will be tolled from the date of receipt of a completed Notice through the conclusion of this Process. You or we may commence arbitration if the Dispute is not resolved through this Process.

How Arbitration Works. The arbitration of any Dispute shall be administered by JAMS and conducted in accordance with the then-current JAMS rules including the Streamlined Arbitration Rules and Procedures and any Mass Arbitration Procedures and Guidelines applicable to the Dispute (together “JAMS Rules”), as modified by this Arbitration Agreement. The JAMS Rules are available online at [ www.jamsadr.com/adr-rules- procedures/]( www.jamsadr.com/adr-rules- procedures/). An arbitration demand must be accompanied by the Notice, a certification of compliance with the Process, and a disclosure of any person or entity funding the arbitration, and be personally signed by the party initiating arbitration (and counsel, if represented). By submitting an arbitration demand, the party and counsel represent that, as in federal court, they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing if the respondent elects one. You and we reserve the right to request a hearing in any matter from the arbitrator. You and a URBN representative will personally appear at any hearing (with counsel, if represented). Any in-person hearing will be held in the county or parish in which you reside or at another mutually agreed location. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the fullest extent permitted by applicable law, you and we agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both you and we agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. An arbitrator must follow and enforce the Terms as a court would. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated. The arbitrator shall issue a reasoned written decision sufficient to explain their essential findings and conclusions. The arbitrator shall apply the cost- shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered. An award shall have no preclusive effect in any other arbitration or proceeding involving non- identical parties.

What Arbitration Costs. Payment of arbitration fees will be governed by the JAMS Rules and fee schedule. You and we agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with JAMS about arbitration fees, and you and we agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

Additional Procedures for Mass Arbitration. You and we agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this Arbitration Agreement) shall apply if you choose to participate in a Mass Arbitration. If 25 or more similar Disputes (including yours) are asserted against URBN by the same or coordinated counsel or are otherwise coordinated (“Mass Arbitration”), you agree that your Dispute might be delayed and ultimately proceed in court. If your Dispute is part of a Mass Arbitration, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that your Dispute is first submitted to JAMS until your Dispute is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision.

· STAGE ONE: Counsel for the claimants and counsel for URBN shall each select 10 Disputes (20 total) to be filed and to proceed as cases in individual arbitrations as part of this initial staged process. The number of Disputes to be selected to proceed in Stage One can be modified by agreement of counsel for the parties. Each of the 20 cases shall be assigned to a different arbitrator and proceed individually. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this initial set of proceedings, counsel for the parties shall participate in a global mediation session jointly selected by counsel in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and URBN shall pay the mediator’s fee.

· STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, the same staged process set forth for Stage One will repeat for Stage Two with counsel for the claimants and counsel for URBN each selecting 25 Disputes (50 total) to proceed in individual arbitrations. After this second set of staged proceedings, counsel for the parties will participate in another global mediation to try to resolve all of the remaining Disputes, and URBN shall again pay the mediator’s fee. Upon completion of the mediation set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of the Terms and the Dispute Resolution Procedure. Counsel for the parties, however, may mutually agree in writing to proceed with the adjudication of some or all of the remaining Disputes in individual arbitrations consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually-agreeable process, including consolidated arbitrations consistent with the JAMS Rules. A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitrations. The Additional Procedures for Mass Arbitration provision and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Additional Procedures for Mass Arbitration apply to your Dispute and are not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Terms and the Dispute Resolution Procedure.

Future Changes to Arbitration Agreement. If we make any future changes to this Arbitration Agreement (other than a change to our contact information), you may reject any such change by sending your personally signed, written notice to the following address within 30 days of the change: URBN Legal Department, 5000 South Broad St, Philadelphia, PA 19112, Attn: General Counsel. Such written notice does not constitute an opt out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and URBN in accordance with this version of the Arbitration Agreement.

CLASS ACTION WAIVER

You and we each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, collective, consolidated (except as specifically provided in the Additional Procedures for Mass Arbitration set forth above), private attorney general, or representative action. You and we agree to waive any right to bring or to participate in such an action in arbitration or in court to the fullest extent permitted by applicable law. Notwithstanding the foregoing, the parties retain the right to participate in a class-wide settlement.

JURY TRIAL WAIVER

To the fullest extent permitted by applicable law, you and we waive the right to a jury trial.

GOVERNING LAW AND VENUE

The Terms, including the Dispute Resolution Procedure, and your use of any URBN website or mobile app, are governed by the laws of the State of New York, without regard to New York conflict of laws rules. If the Arbitration Agreement is ever deemed unenforceable or void in connection with your Dispute, or if a claim between the parties is not subject to arbitration, you irrevocably consent to the exclusive jurisdiction of the federal and state courts encompassed by New York County, New York for purposes of any legal action (including any action challenging the enforceability of the Terms, including the Dispute Resolution Procedure), and if New York venue is unavailable, to the exclusive jurisdiction of the federal and state courts encompassed by Philadelphia County, Pennsylvania. You waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to: (1) inconvenient forum or (2) any other basis or any right to seek to transfer or change venue of any such action to another court.

OTHER TERMS

Please review the other provisions set forth in the Terms carefully. The provisions of the Dispute Resolution Procedure (including the Arbitration Agreement, class action waiver, jury trial waiver, and the governing law and venue provision) shall survive your relationship with URBN and/or your use of our websites or other services and products ends. Except as set forth above, if any portion of the Arbitration Agreement is deemed unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.