Terms of Service
September 11th, 2019
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.
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 six Products they select from their Closet (a “Box”) up to once per month.
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.
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.
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.
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).
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.
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.
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’ 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.
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.
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.
Third Party Links
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.
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