Nuuly Wait List Terms and Conditions

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URBN SR, LLC (“we,” “our” or “us” or “Nuuly”) will be launching a subscription service that allows members to rent clothing and accessories from many brands, with the option to purchase the Products rented (the “Nuuly Subscription Service”). Nuuly has established a waiting list (the “Wait List”) to give customers the opportunity to be invited to subscribe to the Nuuly Subscription Service upon launch. The following Terms and Conditions (“Terms”) between you (“you” or “your”) and Nuuly governs your use of the Nuuly Wait List website, located at www.nuuly.com (the “Site”). Please note that your use of the Site constitutes your agreement to follow and be bound by these Terms. If you do not agree to these Terms, please do not use the Site.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN SECTION 10 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.

  1. Wait List Registration

    You may register to be placed on the Wait List to subscribe to the Nuuly Subscription Service by completing the Registration form on the Site. Registration for the Wait List requires a valid email address. You also may choose to provide your Instagram handle at registration. Registrations that are incomplete or do not adhere to these Terms may be disqualified at the sole discretion of Nuuly. You may register only once and any attempt to register more than once by, for example, using multiple email addresses, identities, or devices may disqualify you from participating in the Nuuly Subscription Service, in Nuuly’s sole discretion.

    Registration for the Wait List will be accepted online starting on May 21, 2019. The registration period may be ended at any time by Nuuly in its sole discretion. All registration submissions must be received before the registration period ends.

    By registering for the Wait List, you represent and warrant that: (i) you are at least 13 years of age; (ii) you are registering from the United States and maintain a physical and postal mail address in the United States; (iii) you intend to use 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.

  2. Invitation to Nuuly

    Upon launch of the Nuuly Subscription Service, Nuuly will invite individuals on the Wait List to subscribe to the Nuuly Subscription Service. Nuuly reserves the right in its sole discretion to determine who will be invited from the Wait List to subscribe to the Nuuly Subscription Service. An invitation by Nuuly to subscribe to the Nuuly Subscription Service may not be based on your chronological position on the Wait List, and registering for the Wait List does not guarantee that you will receive an invitation to subscribe to the Nuuly Subscription Service.

  3. Communications

    By registering for the Wait List on the Site, you consent to receiving e-mails relating to the Nuuly Subscription Service, including marketing e-mails.

  4. 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.

  5. Use of the Site

    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 Wait List 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 Wait List 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 Site.

    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 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 Site, 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.

  6. Disclaimer of Warranties; Limitation of Liability

    6.1 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 7 do not apply to you and are not intended to vary, diminish or alter your rights under New Jersey law: specifically, nothing on the Site 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 Site and New Jersey law, New Jersey law will govern.

    6.2 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 Site, except to the extent such representations, warranties and conditions are not legally excludable. This subsection 6.2 is subject to the provisions of subsection 6.1.

    6.3 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; (c) data non-delivery, loss, theft, misdelivery, 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; (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 6.3 is subject to the provisions of subsection 6.1.

    6.4 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 Site, 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 6.4 is subject to the provisions of subsection 6.1.

    6.5 If you are dissatisfied with the Site for any reason, termination of your use of the Site is your sole remedy. We have no other obligation, liability, or responsibility to you except as expressly required by law. This subsection 6.5 is subject to the provisions of the subsection 6.1.

  7. Term, Termination and Modifications

    7.1 These Terms are applicable to you upon your use of the Site or registration for the Wait List. 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.

    7.2 We may in our sole discretion change these Terms or any aspect of the Site or cancel the Wait List at any time without notice to you. Your continued use of the Site 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.

    7.3 We reserve the right to discontinue your participation on the Wait List at any time, in our sole but reasonable discretion. Any suspected abuse of the Site or the Wait List, 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 the Site (all as determined by us in our sole but reasonable discretion), may result in the revocation of your participation on the Wait List and make you ineligible for participation in the Nuuly Subscription Service. If your status on the Wait List is revoked, you will not be invited to join the Nuuly Subscription Service. If we suspect illegal activity, fraud, misrepresentation, abuse or violation of these Terms, we reserve the right to take appropriate legal action. This Subsection 7.3 is subject to the provisions of Subsection 6.1.

  8. Indemnification

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

  9. Arbitration Agreement

    Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and URBN SR, LLC together with its affiliates (“Nuuly”) agree that any controversy, claim, action, or dispute in any way related to your use of the Site and participation on the Wait List (“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 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.

  10. Entire Agreement; Waiver and Survival

    These Terms govern our relationship with you as it relates to the Site and the Wait List. 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 10 is subject to the provisions of Subsection 6.1 of these Terms.

  11. Contact Us

    If you need to contact us, our company details are:

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

    We are not responsible for requests or correspondence lost or delayed in the mail or over the Internet. Press inquiries can be sent to press@nuuly.com.