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Terms of Service Agreement

Effective as of May 1, 2021


Welcome to Wardrobe! This Terms of Service Agreement (the “Terms”) governs your use of the Wardrobe mobile application (the “App”), the wearwardrobe.co website and any other website of Wardrobe, its affiliates and agents (the “Website”), and any service, content and resources available or enabled via our App or Website (collectively the “Platform”).  PLEASE READ THESE TERMS CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND WARDROBE TECHNOLOGIES, INC. (“WARDROBE,” “WE,” “US” OR “OUR”). Your use of the Platform may be subject to any additional terms, conditions and policies that we separately post on the Platform and any agreements that you separately execute with Wardrobe (“Supplemental Terms”), which are incorporated by reference into these Terms (together, the “Agreement”). To the extent there is any conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter thereof. 

SECTION 19 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 19 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT IF YOU DESIRE TO DO SO.

By clicking on the “I ACCEPT” button (or similar), completing the registration process, or otherwise accessing or using the Platform, or any portion thereof, you acknowledge and agree that: (1) you have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Platform; (2) you are of legal age in your jurisdiction of residence to form a binding contract; and (3) you have the authority to enter into this Agreement (on behalf of yourself personally, and as applicable, any entity that you represent for purposes of this Agreement). If the individual entering into this Agreement or otherwise accessing or using the Platform is doing so on behalf of, or within such individual’s capacity as a representative, agent, or employee of an entity, such individual and such entity agree that: (i) the terms “you” and “your” as used herein apply to such entity and such individual, and (ii) the individual entering into this Agreement has the right, power, authority and capacity to enter into this Agreement on behalf of such entity. 

You further understand that Wardrobe does not itself provide the Rental Services (as defined below), and has no responsibility or liability for the acts, omissions, products or services of any User of the Platform.  As the provider of the Platform, Wardrobe does not own, possess, create, sell, resell, supply, rent, lease or otherwise provide any Items. Lenders alone are responsible for their Items, Listings and Rentals Services. Wardrobe has no responsibility or liability for any acts, omissions or Items provided (or omitted to be provided) by any Lender or Renter.

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY WARDROBE IN ITS SOLE DISCRETION AT ANY TIME. Wardrobe reserves the right to modify this Agreement or its policies relating to the Platform at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Platform. You should regularly review this Agreement, as your continued use of the Platform after any such changes constitutes your agreement to such changes.

  1. DEFINED TERMS. 
    1. Item(s)” means clothing and accessories made available by Lenders for Renters on the Platform. 
    2. Lender” means a User who has listed Items for rent on the Platform. 
    3. Listing” means a listing by a Lender of an Item available for Rent on the Platform. 
    4. Renter” means a User who seeks to rent Items through the Platform. 

  2. HOW THE PLATFORM WORKS.  The Platform facilitates connections between Renters and Lenders (the “Rental Services”). Each Item will be available at a time and for a duration as set forth in the Listing.  Please review our App and/or Website  for more details on the Rental Services. Wardrobe’sresponsibility to Users is limited to providing the Platform.  
  3. THE PLATFORM FACILITATES CONNECTIONS BETWEEN RENTERS AND LENDERS.  YOU AGREE THAT WARDROBE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY RENTAL EXPERIENCE OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. ANY ITEMS ARE PROVIDED BY LENDERS AND NOT BY WARDROBE, AND RENTERS ACCEPT SUCH ITEMS AT EACH SUCH RENTER’S OWN RISK. 

    LENDERS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF WARDROBE. WARDROBE DOES NOT EMPLOY OR RETAIN LENDERS. RENTERS HEREBY ACKNOWLEDGE THAT WARDROBE DOES NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR THE ITEMS, BUT MAY MONITOR AND FACILITATE CERTAIN ASPECTS OF INTERACTIONS FACILITATED THROUGH THE PLATFORM. 

  4. USE OF THE PLATFORMThe Platform, and any parts thereof, are protected by copyright laws throughout the world. Subject to this Agreement, Wardrobe grants you the right to access and use the features and functionality of the Platform, as well as a limited license to use the Platform to offer or obtain Items. Unless otherwise specified by Wardrobe in a separate license, your right to use the Platform is subject to this Agreement. 

    1. App License.  Subject to your compliance with the Agreement, Wardrobe grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a mobile device, platform or computer that you own or control and to run such copy of the App for the sole purpose of obtaining or providing Items through the Platform. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “Apple App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Furthermore, with respect to any App accessed through or downloaded from Google Play (a “Google Play Sourced Application”), you may have additional license rights and/or restrictions with respect to use of the App.
    2. Updates and ModificationsWardrobe may from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Platform (“Updates”). These Updates may be automatically implemented without providing any additional notice or receiving any additional consent. Under this Agreement, you consent to these automatic updates. If you do not want such Updates, your exclusive remedy is to terminate your Account (as defined below). If you do not terminate your Account, you will receive Updates automatically. Your continued use of the Platform is your agreement to this Agreement with respect to the Platform, including all Updates. Wardrobe reserves the right to modify or discontinue the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. We will have no liability on account of any change to the Platform or any suspension or termination of your access to or use of the Platform.
    3. Certain RestrictionsThe rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or any portion of the Platform; (b) you shall not frame or use framing techniques to enclose any trademark, service mark, or logo (including images, text, page layout or form) of Wardrobe; (c) you shall not use any metatags or other “hidden text” using Wardrobe's name, service marks, or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Platform to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Platform; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Platform or use the Platform in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Platform, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Platform. Any unauthorized use of the Platform terminates the licenses granted by Wardrobe pursuant to this Agreement. Any future release, Update or other addition to the Platform shall be subject to the Agreement. Wardrobe, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use, or suspected unauthorized user, of the Platform terminates the rights and licenses granted by Wardrobe pursuant to the Agreement. You agree to indemnify “Wardrobe Parties” (as defined in Section 13 below) in the event of any claims against Wardrobe based on or arising from your violation of the foregoing.
  5. REGISTRATION.
    1. Registering Your AccountIn order to access the features of the Platform, including renting, or making available, Items on the Platform, you are required to become a Registered User. For purposes of the Agreement, a “Registered User” is a Renter or Lender who has registered an account on the Platform (“Account”).
    2. Registration DataIn registering an Account through the Platform, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Platform by minors. You may not share your Account or password with anyone, and you agree to (x) notify Wardrobe immediately of any unauthorized use of your password or any other breach of security; and (y) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Wardrobe has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Wardrobe has the right to suspend or terminate your Account at any time for any reason or for no reason and refuse any and all current or future use of the Platform (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Platform if you have been previously removed by Wardrobe, or if you have been previously banned from the Platform.
    3. Social Networking Site. If you access the Platform through a social network service (“SNS”), as part of the functionality of the Platform, you may link your Account with a SNS, by allowing Wardrobe to access your SNS, as is permitted under the applicable terms and conditions that govern your use of each SNS. You represent that you are entitled to grant Wardrobe access to your SNS account (including, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS. By granting Wardrobe access to any SNS accounts, you understand that Wardrobe may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Platform that you have provided to and stored in your SNS account (“SNS Content”) so that it is available on and through the Platform. Unless otherwise specified in this Agreement, all SNS Content shall be considered to be User Content (as defined below). Depending on the SNS account you choose and subject to the privacy settings that you have set in such SNS account, personally identifiable information that you post to your SNS account may be available on and through the Platform.
    4. Location Based Services. Upon registering an Account, the Website or App may enable Wardrobe to access your location in order to suggest a third-party service provider who accepts and/or distributes Items in connection with the Rental Services (e.g., dry cleaners) (“Hubs”), based on your location (“Location-Based Services”), where you may choose to return any Items rented through the Platform. If you choose to disable any Location-based Services on your device, you will not be able to utilize certain features of the Platform. By enabling Location-based Services, you acknowledge and agree that: (i) device data we collect from you is directly relevant to your use of the Platform; (ii) Wardrobe may provide Location-based Services related to and based on your then-current location; and (iii) Wardrobe may use any such information collected in connection with provision of the Platform.  
    5. Necessary EquipmentIn order to participate in the Rental Services as a Lender, you must maintain ownership or permission to rent all Items you list on the Platform. In order for all Users to engage with the Platform, you must provide all equipment and software necessary to connect to the Platform, including but not limited to, a mobile device that is suitable to connect with and use the Platform.  You are solely responsible for any fees for any third-party platforms, Internet connection or mobile fees, that you incur when accessing the Platform.
  6. FEES AND PURCHASE TERMS.
    1. Payment Terms for Lenders
      1. Lender Fee. As Lender, you may be entitled to receive payment in connection with the Items you list on the Platform. To be eligible for payment, (i) you must be designated as a verified Lender on the Platform; and (ii) the Items you make available on the Platform must be selected by Renters via the Platform. Please refer to our Website or App for information on fees payable to Lenders (the “Lender Fee”). Lender is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of the Lender Fee to Lender under this Agreement, and agrees to do so in a timely manner.
      2. Payment Acceptance. As a Lender, you must provide a valid method of accepting payment (“Payment Acceptance Method”), such as a bank account. You must keep your Payment Acceptance Method current. If this information changes, we may update it using information and third-party sources available to us without any action on your part. If you do not want us to update your information, you may contact your issuer to request this or remove your Payment Acceptance Method from your Account. 
    2. Payment Terms for Renters
      1. Fees. Renter agrees to pay all fees associated with Renter’s Account (collectively “Fees”). For more information on Fees, please see visit our Website or App. You, as a Renter, will be responsible for paying any applicable taxes relating to your payments and will indemnify and hold harmless Wardrobe from any and all taxes, including sales tax, based on any payments made by you via the Platform. Wardrobe does not make any representation or render any advice as to the potential tax implications of any payments made via the Platform, and you should consult your tax professional with regard to the same. Except as otherwise set forth herein or agreed to by Wardrobe, all Fees paid by Renters are non-refundable. 
      2. Late Fees. If you fail to return or are late in returning an Item, a late fee (“Late Fee”) may be charged to the Payment Method (defined below) you supplied in connection with the Platform. You agree to pay such Late Fees, up to an amount not to exceed 100% of the replacement value of the Item. If you have not returned an Item within seven (7) days after the date such Item is due for return, your late return will be considered a non-return and Wardrobe will charge your Payment Method up to the amount it takes to replace the Item, less any Late Fees that you have already paid (but in addition to any rental Fees).For additional information on Late Fees, please visit our Website or App. 
    3. Third Party Payment MethodWardrobe uses Stripe (“Stripe”) as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By renting Items on the Platform, you agree to be bound by the Stripe Privacy Policy: https://stripe.com/privacy, and hereby consent and authorize Wardrobe and Stripe to share any information and payment instructions you provide with third-party service provider(s) to the minimum extent required to complete your transactions. All information that you provide to us or to Stripe must be accurate, current, and complete. By renting Items on the Platform, you authorize Wardrobe to charge your payment card (“Payment Method”) in accordance with this Section 5. We may place a hold on your Payment Method, in which case you will be notified of such hold at the time you initiate the rental of an Item on the Platform. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD USED TO PAY ANY FEES. 
    4. Service Subscription Fees.  You may have the option to register for a membership subscription service through the Wardrobe Platform (“Membership Subscription”). You will be responsible for payment of the applicable fee for any Services (each, a “Membership Subscription Fee”) at the time you register for a Membership Subscription (the “Membership Commencement Date”).  Except as set forth in the Agreement, all Membership Subscription Fees are non-refundable.  
    5. Automatic Renewal.  Your Membership Subscription will continue indefinitely until terminated in accordance with the Agreement.  After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Wardrobe’s then-current price for such subscription.   You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Wardrobe that your subscription will be automatically renewed, you will have thirty (30) days from the date of the Company notice), by logging into your Account and adjusting your Membership Subscription settings.  If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, please contact Wardrobe at hello@wearwardrobe.co or adjust the settings on your Account.  If you cancel your Membership Subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the Membership Subscription Fee paid for the then-current subscription period.  By subscribing, you authorize Wardrobe to charge your Payment Method now, and again at the beginning of any subsequent subscription period.  Upon renewal of your subscription, if Wardrobe does not receive payment from your Payment Method, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Wardrobe may either terminate or suspend your Membership Subscription and continue to attempt to charge your Payment Method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
    6. Promotions. Any promotions that provide premium access to the Platform, discounted rentals, or credits toward your Account must be used within the specified time of the trial or promotion. At the end of the specified period, your use of that Platform service will expire and any further use of such service is prohibited unless you pay all applicable fees. 
    7. Referrals. You may be able to refer a Lender or potential Renter. For more information on our referral offerings, please review our Website or App.  
  7. CONTENT. 
    1. Types of Content.  You acknowledge that all information supplied in and on the Platform (“Content”), is the sole responsibility of the party from whom such Content originated.  This means that you, and not Wardrobe, are entirely responsible for all Content (including photographs) that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Platform (“Your Content”), and that you and other Users, and not Wardrobe, are similarly responsible for all Content that you and they Make Available through the Platform (“User Content”).
    2. Wardrobe Content.  Wardrobe may in its sole discretion offer Lender the option of having Lender’s Items professionally photographed. Such photographs (“Verified Images”) may be used in connection with a Lender’s Listings. Lender is responsible for ensuring that Lender’s Items are accurately represented in the Verified Images. Lender must provide notice to Wardrobe if the Verified Images no longer accurately represent the applicable Items.  Lender acknowledges and agrees that Wardrobe shall have the right to use any Verified Images in advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Wardrobe grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images solely in connection with Listings on the PlatformLender agrees that Lender has no right or title in or to any content (other than Your Content), including any Verified Images, that appear on or in the Platform. 
    3. No Obligation to Pre-Screen Content.  You acknowledge that Wardrobe has no obligation to pre-screen Content (including, but not limited to, User Content), although Wardrobe reserves the right in its sole discretion to pre-screen, refuse or remove any Content.   By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation email communications.  In the event that Wardrobe pre-screens, refuses or removes any Content, you acknowledge that Wardrobe will do so for Wardrobe’s benefit, not yours.  Without limiting the foregoing, Wardrobe shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
    4. Storage.  Unless expressly agreed to by Wardrobe in writing elsewhere, Wardrobe has no obligation to store any of Your Content that you Make Available on the Platform.   Wardrobe has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Platform.  You may be able to restrict certain access to Your Content.  You are solely responsible for applying the appropriate level of access to Your Content.  You agree that Wardrobe retains the right to create reasonable limits on Wardrobe’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Platform and as otherwise determined by Wardrobe in its sole discretion. 
  8. OWNERSHIP AND INTELLECTUAL PROPERTY.
    1. PlatformYou agree that Wardrobe and its suppliers own all rights, title and interest in the Platform, and all parts thereof. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
    2. Trademarks. Wardrobe will own and retain all right, title and interest in its trademarks, graphics, logos, service marks, trade names and other brand elements (collectively, “Trademarks”) used on or in connection with the Platform. Such Trademarks may not be used without permission, including in connection with your or any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in the Platform are the property of their respective owners.
    3. Your Content. Wardrobe does not claim ownership of Your Content.  However, when you as a User post or publish Your Content on the Platform, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.  
    4. License to your Content.  You grant Wardrobe a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, host, display, publish, license, distribute, reproduce, modify and adapt Your Content (in whole or in part) for the purposes of operating, providing, developing and improving the Platform to you and to our other Users; as well as researching and developing new services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not Wardrobe, are responsible for all of Your Content that you Make Available on the Platform.  The Platform may contain User Content provided by other Users.   Wardrobe is not responsible for and does not control User Content.  Wardrobe has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content.  You use all User Content and interact with other Users at your own risk.
    5. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Wardrobe in our sole discretion.  You may not post or submit for print services a photograph of another person without that person’s permission.
    6. FeedbackYou agree that submission of any ideas, suggestions, documents, and/or proposals to Wardrobe through its suggestion, feedback, wiki, forum or similar pages or via email (“Feedback”) is at your own risk and that Wardrobe has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Wardrobe a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform. You also acknowledge and agree that if and to the extent the material submitted by you identifies you by name, likeness, voice or otherwise (“Name and Likeness”), the foregoing license granted by you will automatically be deemed to cover and extend our use of your Name and Likeness in connection with our use of the material submitted by you. In addition, you warrant that all so-called “moral rights” have been waived.
  9. USER CONDUCT. As a condition of use, you agree not to use the Platform for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the Platform that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) impersonates any person or entity, including any employee or representative of Wardrobe; or (vi) interferes with or attempts to interfere with the proper functioning of the Platform or uses the Platform in any way not expressly permitted by the Agreement.
  10. THIRD-PARTY SERVICES. 
    1. Third-Party Services. The Platform may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website or Third-Party Ad, we will not warn you that you have left the Platform and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Ads are not under the control of Wardrobe. Wardrobe is not responsible for any Third-Party Websites or Third-Party Ads. Wardrobe provides these Third-Party Websites and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Ads, or their products or services. You use all links in Third-Party Websites and Third-Party Ads at your own risk. When you leave our Website, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
    2. Third-Party Content. The Platform may utilize or include content, software, and other copyrighted materials provided by third parties (“Third-Party Content”). Your use of such Third-Party Content is governed by their respective terms and conditions. By Accepting this Agreement, you are also accepting the additional terms and conditions of the third parties. Wardrobe expressly disclaims any and all warranties in connection with Third-Party Content, and shall have no liability in connection therewith.
    3. App Stores.  You acknowledge and agree that the availability of the App is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (the “App Store”).  You acknowledge that the Agreement is between you and Wardrobe and not with the App Store.   Wardrobe, not the App Store, is solely responsible for the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).  In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access.  You also agree to pay all fees (if any) charged by the App Store in connection with the App.  You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
    4. Open Source Software. The Platform may include or incorporate third- party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open Source Components”). Although the Platform is provided to you subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining such Open Source Components under the applicable third-party licenses or to limit your use of such Open Source Components thereunder
  11. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.  It is Wardrobe’s policy to terminate membership privileges of any Users, including Registered Users, who repeatedly infringe copyright upon prompt notification to Wardrobe by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on or within the Platform in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Platform of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) 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; and (f) 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.  Contact information for Wardrobe’s Copyright Agent for notice of claims of copyright infringement is as follows: [Include name or title, and physical address of Copyright Agent].
  12. WARDROBE COMMUNICATIONS. 
    1. Generally. By entering into this Agreement or using the Platform you agree to receive communications, including marketing and promotional communications, from us, via e-mail, calls, push notifications and other mobile application messages. You agree that for all of our communications, message and data rates may apply. 
    2. Email Marketing Communications.  If we send marketing or promotional communications, you will have the ability to opt out of receiving such communications by following the instructions in this section.  YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE PLATFORM OR RELATED SERVICES. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE PLATFORM. IF YOU WISH TO OPT OUT OF RECEIVING PROMOTIONAL EMAIL COMMUNICATIONS FROM US, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. 
    3. Promotional SMS and/or Text Messages. You may have the option to provide us with your contact information and sign up for an SMS messaging service (a “SMS Messaging Service”) on the Platform. When you opt-in to an SMS Messaging Service, you may consent to receive texts (including marketing texts) from us at the mobile number you’ve provided at opt-in, including, but not limited to: communications concerning new and existing features of our Platform, and communications concerning promotions run by us or our partners.  If you opt in to one of our SMS Messaging Services, we will send you an SMS message to confirm your sign up. You can cancel the SMS Messaging Service at any time. Just text “STOP” to the telephone number or short code we used to contact you. We may change any short code or telephone number we use to operate our SMS service at any time. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” TO THE TELEPHONE OR SHORT CODE WE USED TO CONTACT YOU. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE PLATFORM OR RELATED SERVICES.  
    4. Electronic Communications.  The communications between you and Wardrobe may take place via electronic means, whether you visit the Platform or send us e-mails, or whether we post notices on the Platform, or communicate with you via e-mail, text message or by sending you push notifications.  For contractual purposes, you (i) consent to receive communications from Wardrobe in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Wardrobe provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.
  13. REMEDIES. 
    1. Violations.  If Wardrobe becomes aware of any possible violations by you of the Agreement, Wardrobe reserves the right to investigate such violations. If, as a result of the investigation, Wardrobe believes that criminal activity has occurred, Wardrobe reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Wardrobe is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Platform, including Your Content, in Wardrobe’s possession in connection with your use of the Platform, to (a) comply with applicable laws, legal process or governmental request, (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Wardrobe, its Users and Registered Users or the public, and all enforcement or other government officials, as Wardrobe in its sole discretion believes to be necessary or appropriate.
    2. Breach.  In the event that Wardrobe determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for the Platform, Wardrobe reserves the right to:
      1. Delete any of Your Content provided by you or your agent(s) to the Platform;
      2. Warn you via e-mail (to any e-mail address you have provided to Wardrobe) that you have violated the Agreement;
      3. Discontinue your registration with the Platform;
      4. Discontinue your access to the Platform;
      5. Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
      6. Pursue any other action which Wardrobe deems to be appropriate.
  14. INDEMNIFICATIONYou agree to indemnify and hold harmless Wardrobe, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Wardrobe Parties”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a)  your use of, or inability to use, the Platform; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any other Users; and (d) your violation of any applicable laws, rules or regulations. Wardrobe reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Wardrobe in asserting any available defenses. This provision does not require you to indemnify any of Wardrobe Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or Platform provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement or your access to the Platform.
  15. DISCLAIMER OF WARRANTIES AND CONDITIONS.
    1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM AND THE RENTAL SERVICES IS AT YOUR SOLE RISK, AND THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WARDROBE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM.  
      1. WARDROBE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PLATFORM OR RENTAL SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE PLATFORM IS ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS ON THE PLATFORM WILL BE CORRECTED; (5) YOUR USE OF THE PLATFORM WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; (6) THE PLATFORM WILL BE COMPATIBLE WITH YOUR DEVICES; AND (7) THE ITEMS RENTED THROUGH THE PLATFORM WILL BE AUTHENTIC OR GENUINE. 
      2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
      3. THE PLATFORM MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  WARDROBE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO PLATFORM, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF PLATFORM.
    2. No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT WARDROBE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD WARDROBE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE PLATFORM OR OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WARDROBE PARTIES ARE NOT LIABLE FOR ANY ACTS OR OMISSIONS BY ANY HUB OR HUB PERSONNEL. 
  16. LIMITATION OF LIABILITY; INSURANCE.
    1. DISCLAIMER OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WARDROBE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT WARDROBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WARDROBE PARTIES DO NOT GUARANTY THE QUALITY OR SUITABILITY, OF ANY ITEMS. AND EACH USER OF THE PLATFORM AGREES THAT THE ENTIRE RISK ARISING OUT OF HIS/HER USE OF THE PLATFORM, AND RENTAL SERVICES REMAINS SOLELY WITH SUCH USER, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.  WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE PLATFORM OR ANY RENTAL SERVICES. 
    2. Cap on Liability.  UNDER NO CIRCUMSTANCES WILL WARDROBE PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID OR PAYABLE BY WARDROBE DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100). THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS. 
    3. Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Wardrobe and you. Notwithstanding the foregoing, the limitations and disclaimer in this section do not purport to limit liability or alter a Renter’s rights as a consumer that cannot be excluded under applicable law.
  17. RELEASE. You hereby release Wardrobe Parties from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Platform or Rental Services, including but not limited to, any interactions with or conduct of other Users of the Platform, or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Platform. Should you, as a Renter, have a dispute with respect to the Platform or any Rental Services, you may address such dispute with Wardrobe, but the Lender retains sole responsibility for issues arising during Rental Services. You, as a Renter, hereby agree to release Wardrobe Parties from any losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from or in any way connected with such disputes and your dealings with Lenders.  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”  
  18. TERMINATION AND DEACTIVATION.
    1. Termination of AccountThis Agreement will remain in full force and effect until your Account is terminated as provided herein. Lenders should review the terms set forth in Section 17 of this Agreement to determine rights and obligations surrounding termination of Lender Accounts. You may delete your Account at any time for any reason through the settings in your Account on the Platform. Wardrobe may terminate or suspend your Account if (a) you are in breach of the Agreement; (b) if Wardrobe decides in its sole discretion to stop facilitating the provision of the applicable Platform or Rental Services; or (c) for any or no reason, without giving you notice. You understand that any termination of this Agreement and your Account may involve deletion of your Account information from our live databases and all the information stored for such Account. Wardrobe will not have any liability whatsoever to you for any termination or suspension of your Account or related deletion of your information. 
    2. Effect of Termination or DeactivationDeactivation includes removal of your access to the Platform and barring of further use of the Platform. Upon Deactivation of the Platform, your right to use such Platform will automatically terminate immediately. Wardrobe will not have any liability to you for any suspension or termination.  All provisions of the Agreement which by their nature should survive, shall survive termination of the Platform, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. If you are a Lender and we take any of the measures described above, you will not be entitled to any compensation for pending or confirmed Rental Services that were cancelled. 
  19. INTERNATIONAL USEThe Platform may be accessed from countries around the world and may contain references to services and content that are not available in your state or country. These references do not imply that Wardrobe intends to announce such services and content in your state or country. The Platform is controlled and offered by Wardrobe from its facilities in cities and states where it chooses to operate in the United States of America. Wardrobe makes no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other states or countries do so at their own volition and are responsible for compliance with local law. 
  20. ARBITRATION AGREEMENT. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires users to arbitrate disputes with Wardrobe and limits the manner in which you can seek relief from us.
    1. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Services, to any Items distributed through the Services, or to any aspect of your relationship with Wardrobe, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Wardrobe may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement. 
    2. Arbitration Rules and ForumThe Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent The Company Corporation, 251 Little Falls Drive, Wilmington, DE 19808. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Wardrobe will pay them for you. In addition, Wardrobe will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. 
    3. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 
    4. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Wardrobe. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. 
    5. Waiver of Jury Trial. YOU AND WARDROBE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Wardrobe are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 19.1 (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 
    6. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated. 
    7. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: hello@wearwardrobe.co within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Wardrobe username (if any), the email address you used to set up your Wardrobe account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
    8. SeverabilityExcept as provided in Section 19.5 (Waiver of Jury Trial), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
    9. Survival of AgreementThis Arbitration Agreement will survive the termination of your relationship with Wardrobe.
    10. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Wardrobe makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Wardrobe at the following address: The Company Corporation, 251 Little Falls Drive, Wilmington, DE 19808.
  21. RENTER TERMS. If you are a Renter, the following terms of this Section apply to you:
    1. Modifications to Rental Services. Renter is responsible for any modifications to a rental reservation Renter makes via the Wardrobe Platform including cancellations ("Rental Modifications"), and agrees to pay any additional fees that may be associated with such Rental Modifications. Renters can cancel a confirmed booking at any time subject to the Listing’s cancellation policy, and Wardrobe will provide any refund to the Renter in accordance with such cancellation policy if applicable. In certain circumstances, Wardrobe may decide, in its sole discretion, that it is necessary to cancel a confirmed booking and Wardrobe will make appropriate refund and payout decisions. Please contact us at renter@wearwardrobe.co to modify a reservation. 
    2. Damage to Items; Failure to Return. As a Renter, you agree to treat the Item(s) with great care, as if they were borrowed from a close friend. You are solely responsible for any loss, destruction or damage to the Item(s), whether due to theft, disappearance, fire, major stains or any other cause, other than normal wear and tear. Normal wear and tear, as determined in our sole discretion, may include minor stains, rips, missing beads, stuck zippers or other minor damage. If you: (i) fail to return an Item, or (ii) return an Item that is damaged beyond normal wear and tear, then you agree that we will charge you, and you shall pay, for the price in connection with repairing or replacing the Item, as determined in our discretion, up to the retail value of the Item. You hereby authorize us to charge your Payment Method for such amounts determined in our discretion. You further agree that we have the right to pursue any lawful remedies in order to recompense the value of the Item. If you lose or damage an Item, you agree to cooperate with and assist Wardrobe in good faith, and to provide Wardrobe with any information requested in connection with such Items, and to take such actions as may be reasonably requested by Wardrobe, in connection with any damaged Items. 
    3. Rental Service Returns. You may have the option to return Items you rent by mail or to one of our Hubs. You agree to return the Item(s) no later than the return date in the Listing. If you retain the Item(s) beyond the agreed upon date, you no longer have a license to use the Item(s). You agree to pay all fees associated with a late return as set forth in Section 5.  If an Item you order through the Platform does not fit you, then you may return the Item within 24 hours (excluding Sundays and federal holidays) of the date you received the Item. To initiate this return, please email us at hello@wearwardrobe.co,  and return the Item in accordance with the return procedures set forth on our App or Website.  Wardrobe will then offer you a full or partial refund for the Fee (less delivery charges) in connection with the Item, so long as the Item, in our sole discretion, has not been worn.
  22. LENDER TERMS. If you are a Lender, the following terms of this Section apply to you:
    1. Listings. Wardrobe has sole and absolute discretion to approve (or not approve) Items to be included in Lender Listings. Prior to posting a Listing, you may be asked a variety of questions about the listed Items, including, but not limited to, the location, size, brand, retail availability and description. Listings will be made publicly available via the Platform. Renters will be able to rent your listed Items via the Platform based upon the information provided in your Listing. Lender represents and warrants that any Listing and subsequent rental of Items through the Platform will not breach any agreements Lender has entered into with any third parties.
    2. The "Required Listing Period" for each Item begins on the date Lender lists the Item on the Platform and ends 120 days thereafter, even if this Agreement has been terminated during that time by you or us. At any time after the Required Listing Period, and subject to this provision, Lender may request in writing that Wardrobe return the Item. Once Wardrobe receives your request, Wardrobe will use commercially reasonable efforts to remove the Item from the Wardrobe Platform and return the Item to you within thirty (30) days after the scheduled rental period of that Item. It is your responsibility to pay for the return shipping and to ensure that Wardrobe has your most current contact information. If after the Required Listing Period, Lender does not notify Wardrobe of desire to have Item(s) returned, Wardrobe will continue to carry the Items on the Platform until such request is received by Wardrobe. 
    3. Return of Items by Wardrobe. If an Item remains unrented after the Required Listing Period, or in circumstances where Wardrobe determines that an Item is unlikely to generate sufficient further interest by Renters on the Platform,  or if Wardrobe decides to withdraw the relevant Item from a Listing for any other reason, in all cases in our sole and absolute discretion, Wardrobe will notify the Lender of such withdrawal (a “Withdrawal Notice”). On receipt of that Withdrawal Notice, the Lender may, at Lender’s option and expense: (i) choose to retrieve the Item, or (ii) donate the Item to a charity of Wardrobe’s choice. Wardrobe will use commercially reasonable efforts to contact Lender with such Withdrawal Notice. If Wardrobe does not receive a response from Lender within thirty (30) days of such Withdrawal Notice, Wardrobe may dispose of the Item, or donate it to a charity chosen by Wardrobe.  
    4. Exclusive ListingIn accordance with this Agreement, once Lender makes an Item available on the Platform, Lender grants Wardrobe an exclusive right to display the Item, and rent the Item on Wardrobe’s Platform pursuant to the terms of this Agreement. In other words, a Lender will not, directly or indirectly, cause or permit the Item to be used or sold, or to be available to be used or sold, via any other means or platform.  Lender maintains ownership of each Item at all times. 
    5. Additional TermsWardrobe shall have the right, but Wardrobe maintains no obligation, to list an Item presented by Lender on the Platform. To learn more about our Item approval process, please review our guidelines here. You acknowledge and agree that: 
      1. Wardrobe in its sole discretion will determine the rental price for each Item.
      2. Wardrobe in its sole discretion will decide which Items to list on the Platform.
      3. Wardrobe may offer additional discounts and promotions during the Required Listing Period, or at any other time that the Item remains available for rent on the Platform, at its sole discretion and without notice to you, as a means to efficiently market and rent your Items. Such initiatives may affect your earnings.  
      4. The placement and ranking of Listings in search results on the Wardrobe Platform may vary and depend on a variety of factors, such as Renter search parameters and preferences, price and calendar availability, and number and quality of Images.
    6. DamageIn the case of damage, Wardrobe shall have the right, but Wardrobe maintains no obligation, to repair, replace, or compensate Lender for the market value of the damaged, lost, or stolen Item. 
      1. Repair: Wardrobe, in its sole discretion, will choose and compensate a qualified repair vendor to remedy any damages that exceed normal wear and tear. 
      2. Replace: Wardrobe will seek a suitable replacement for the affected Item by finding an item similar in brand, style, value, and condition, and will ship such item to Lender. 
      3. Compensate for market value: Wardrobe may elect to compensate Lender for the current market value of the Item, based on resale websites up to $2,000 per item. Should Lender disagree with the value of the Item, Lender may submit proof of purchase for said Item within 30 days of request by Wardrobe. If no proof of purchase is available, any compensation for market value will be calculated as market value (up to $2,000) less any Item rental earnings on the Platform. 
      4. Wardrobe will not cover damages in connection with: (a) normal wear and tear, and Lender agrees and understands that Items will experience normal wear and tear as part of being rented on the Platform; (b) incidents that may occur after the Listing period; or (c) reports of damages made by Lender more than seven (7) days after Lender’s receipt of the applicable Item after such Item is returned to Lender. 
    7. Prohibited Items Lender hereby represents and warrants that Lender will not list any Items on the platform that are stolen, Fake or Counterfeit. An item is a “Fake” if it displays marks of a designer who did not design it and/or a manufacturer who did not make it. An item is “Counterfeit” if it is Fake with intention to deceive. If Wardrobe receives notice that, or if we determine in our sole discretion that, any Items listed on the Platform may be Fake, Counterfeit, or stolen we may immediately remove any such Item(s) from the Platform and/or report the associated Lender to law enforcement personnel.  
    8. Independent PartiesAs an independent individual or business, you, as a Lender, maintain complete control over your level of participation in the Platform, including: (a) deciding when to log into the Platform and make Items available for Rental Services; (b) selecting the Items you list on the Platform; (c) not being restricted from using competitive services or technology platforms (other than as set forth herein with regard to Items being exclusively available via the Platform); (d) being permitted to maintain your independent business without using the Platform; (e) any opportunity for profit or loss being dependent on the Items you list; (f) being responsible for resolving any disputes with Renters; and (g) being solely in control of the amount you wish to invest in maintaining Items available for Renters in connection with the Rental Services. You are not permitted to represent to any Renters or other users of the Platform that you are an employee, contractor or agent of Wardrobe
    9. Neither this Agreement nor your performance under this Agreement shall create an association, partnership, joint venture or relationship of principal and agent, master and servant, or employer or employee, between Wardrobe and you, or between Wardrobe and your employees and agents.   You and Wardrobe each agree that you and your employees and agents (if applicable) will not receive any Wardrobe-sponsored benefits from Wardrobe where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation.   If you, your employees or agents (if applicable), are reclassified by a state or federal agency or court as Wardrobe’s employee, you, and your employees or agents, as applicable, will become a reclassified employee and will receive no benefits from Wardrobe, except those mandated by state or federal law, even if the terms of Wardrobe’s benefit plans or programs in effect at the time of such reclassification would otherwise render you, or your employees or agents as eligible for such benefits.  You acknowledge that it is your sole responsibility for complying with all federal, state and local tax filing and payment obligations that pertain to any remuneration received in connection with the Rental Services as processed by Wardrobe in connection with this Agreement, including your sole responsibility for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions and other obligations or benefits.  You acknowledge that Wardrobe is not rendering legal, tax or investment advice, nor is Wardrobe a fiduciary of yours.   Accordingly, you acknowledge that you may seek advice from an appropriate professional to comply with any and all applicable federal, state and local laws or ordinances. 
  23. GENERAL PROVISIONS.
    1. AssignmentThe Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Wardrobe’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Wardrobe shall have the right to freely assign this Agreement, in whole or in part, without your prior consent. 
    2. Force MajeureWardrobe shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    3. Questions, Complaints, ClaimsIf you have any questions, complaints or claims with respect to the Platform, please contact us at: hello@wearwardrobe.co. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    4. Exclusive VenueTo the extent the parties are permitted under this Agreement to initiate litigation in a court, or in the event this Section 22.4 is held to be unenforceable for any reason, both you and Wardrobe agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York. 
    5. Governing LawTHE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
    6. NoticeWhere Wardrobe requires that you provide an e-mail address, you are responsible for providing Wardrobe with your most current e-mail address. In the event that the last e-mail address you provided to Wardrobe is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Wardrobe’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Wardrobe at the following addresshello@wearwardrobe.co; 306 Dean Street, Suite 1D, Brooklyn, NY 11217. 
    7. WaiverAny waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    8. SeverabilityIf any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
    9. Export ControlYou may not use, export, import, or transfer the Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Platform, and any other applicable laws. In particular, but without limitation, the Platform may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Platform, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Platform for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Wardrobe are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Wardrobe products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
    10. Consumer ComplaintsIn accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. 
    11. Entire AgreementThis Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.