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Nuuly Terms of Service


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

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


Account and Registration


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

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


Program Information


Customers who subscribe to the Services will be able to have six garments they selected from the Nuuly catalog (“Closet”) out at one time for a monthly fee of $98, excluding any applicable taxes. Customers will be shipped Products they select from their Closet (a “Box”) up to once per billing cycle.

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

For a $20 per item fee, customers can add up to 4 additional items from the Nuuly catalog to their box. Bonus items are subject to the returns policy below and must be returned with the Nuuly they were received with in order for the customer’s next box to open.


Payment and Billing Cycle


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

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

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

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

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

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

You may opt to open your next box and change your Month Anniversary to an earlier date after your previous box has been returned. You will be charged $98 on the requested new billing date. Upon payment, this date will be your new Monthly Anniversary for subsequent months.


Returns


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

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


Pricing and Product Purchases


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

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


Product Availability


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


Cancellation


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

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


Changes to Subscription Pricing


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

UP Membership Program

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


No Refunds


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


Title and Risk of Loss


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


Communications


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

You agree 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. 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. Nuulys, 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 Terms of Use and Nuuly Privacy Policy .

We are able to deliver messages to the following mobile phone carriers: 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 message 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 longcode or shortcode to return customer care contact information.

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

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

DISPUTE RESOLUTION

  1. General. In the interest of resolving disputes between you and Nuuly in the most expedient and cost effective manner, you and Nuuly agree that any dispute arising out of or in any way related to these messaging terms and conditions ("Messaging Terms") or your receipt of text messages from Nuuly or its service providers will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Messaging Terms, or your receipt of text messages from Nuuly or its service providers whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of when a claim arises. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE MESSAGING TERMS, YOU AND Nuuly ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THESE MESSAGING TERMS SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.

  2. Exceptions. Notwithstanding subsection (a) above, nothing in these Messaging Terms will be deemed to waive, preclude, or otherwise limit the right of you or Nuuly to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) file suit in a court of law to address an intellectual property infringement claim.

  3. Arbitrator. Any arbitration between you and Nuuly will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Messaging Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org , by calling the AAA at 1-800-778-7879, or by contacting Nuuly. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

  4. Notice; Process. If you or Nuuly intends to seek arbitration, then the party seeking arbitration must first send a written notice of the dispute to the other party by U.S. Mail ("Notice"). Nuuly address for Notice is: 5000 S Broad Street, Philadelphia, Pennsylvania 19112, Attn: Chief Executive Officer. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). You and Nuuly will make good faith efforts to resolve the claim directly, but if you and Nuuly do not reach an agreement to do so within 30 days after the Notice is received, you or Nuuly may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Nuuly must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. (e) Fees. If you commence arbitration in accordance with these Messaging Terms, Nuuly will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. If the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Nuuly for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. You and Nuuly agree that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from you or Nuuly made within 14 days of the arbitrator's ruling on the merits.

  5. No Class Actions. YOU AND Nuuly AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Nuuly agree otherwise in a signed writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

  6. Modifications to this Arbitration Provision. Notwithstanding anything to the contrary in these Messaging Terms, if Nuuly makes any future change to this arbitration provision, other than a change to Nuuly address for Notice, you may reject the change by sending us written notice within 30 days of the change to Nuuly address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Nuuly.

  7. Enforceability. If an arbitrator decides that applicable law precludes enforcement of any of the limitations of subsection (f) above (addressing class, representative and consolidated proceedings) as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in court. If any other provision of these Messaging Terms is found to be unenforceable, the applicable provision shall be deemed stricken and the remainder of these Messaging Terms shall remain in full force and effect.


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.


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 message 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 longcode or shortcode to return customer care contact information.


Reviews + Photos


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

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

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

Photo Guidelines for Reviews

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

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

  • Derogatory or discriminatory language, profanity, and/or sexually explicit, abusive, or offensive material
  • Infringement upon copyrights or trademarks
  • Any negative or disparaging comments about other customers
  • Person(s) depicted in photos must be at least 18 years of age or have permission from a parent or legal guardian.

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

Nudity

  • Obscene, sexist, or racist material
  • Drug use, drug paraphernalia, smoking or tobacco use, excessive drunken behavior, or weaponry of any kind
  • Blatant promotions, proselytizing, or campaigning
  • Copyrighted images of which the rights are not owned by the submitting party
  • Excessively altered or Photoshopped images


DMCA Notice & Take-down Procedure


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

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



IMPORTANT! PLEASE NOTE:


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

“DMCA NOTICE OF INFRINGEMENT”

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


User Comments, Feedback, Postcards and Other Submissions


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

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


Disclaimer of Warranties; Limitation of Liability


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

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

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

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

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

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


Term, Termination and Modifications


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

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

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


Indemnification


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


ARBITRATION AGREEMENT


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

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

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

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

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

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

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

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

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


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


Entire Agreement; Waiver and Survival


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

Refer-A-Friend Program Terms

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

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

A. The Referral Program

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

B. The Employee Referral Program

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

C. Eligibility

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



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

D. Sending a Welcome Invite

To send a Welcome Invite to a Friend, log into your Nuuly account, and follow the instructions on 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 account and will be emailed to the email address associated with your Nuuly account. Any subsequent Rewards that you earn will will be mailed to the Referrer. You must redeem Rewards within 12 months or they will expire. To redeem your Rewards, copy and paste the code from your email to the “Subscription” section of the My Account page prior to your next billing date. Coupon codes cannot be retroactively applied to a subscription fee.

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

E. Prohibited Actions

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

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

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

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


Contact Us


For information about the Services, the fastest way to get in touch is to contact Customer Service at 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

The Cluub


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)


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. And 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 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


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.
  • Nuuly may use rewards member content for Paid & Organic marketing purposes for up to 6 months following the initial content post date and this shall constitute a license therefor.
  • 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. Within 7 days after the term of your time in the program, check your email. We’ll send your reward to the email you applied with; and
  • Otherwise comply with the terms herein.


WHEN SHOULD I EXPECT REWARDS

  • Rewards will be shared within 7 days after the term of your time in the program, assuming you have fulfilled the requirements.