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Powder Lab Inc. owns and operates ClosetCycle, a Website providing users with a variety of resources to facilitate peer-to-peer sharing, lending, borrowing and renting of goods and services.
BEFORE BECOMING A MEMBER OF ClosetCycle, YOU MUST READ AND ACCEPT THESE TERMS OF SERVICE AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS.
These Terms of Service (“Terms”) are a binding legal agreement between you and ClosetCycle that govern your use of the website, application, and other offerings from ClosetCycle.
Powder Lab, Inc. (hereafter referred to as "Closet Cycle", "we", "us", or "our") provides an online platform that connects owners, who own fashion items to rent them to renters who desire such items (the "Site"). By accessing and/or using the Site, Application or Services, you acknowledge and agree that you have read and will comply with and be legally bound by, the terms and conditions of these Terms as amended from time to time ("Terms"), whether or not you become a registered user of the Site. These Terms govern your access to and use of the Site, Application and Services, and constitute a binding legal agreement between you and ClosetCycle. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site in accordance with these Terms may subject you to civil and criminal penalties.
You agree to receive all communications from ClosetCycle electronically via email and to maintain a current email address on the Site at all times. You agree to keep ClosetCycle emails out of spam to ensure all communication reaches you. You agree that you will be deemed to have received any notice that ClosetCycle sends to the email address you provide. We recommend that Members check their spam folder from time to time to verify that ClosetCycle’s emails were not misdirected. Upon sending an email to the email address you provide, ClosetCycle has satisfied its obligation under this paragraph. We are not responsible for any emails you do not receive as a result of any misdirection by your email provider or if emails end up in the spam folder. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity. THE SITE IS AN ONLINE PLATFORM THAT FACILITATES THE RENTAL OF ITEMS ON A PEER TO PEER BASIS. ClosetCycle CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY RENTALS. YOU UNDERSTAND AND AGREE THAT ClosetCycle IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MEMBERS, HAS NO CONTROL OVER THE CONDUCT OF ITS MEMBERS AND IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND RENTAL EXCHANGES. FURTHERMORE, ClosetCycle IS NOT A CLOTHING BROKER, AGENT OR INSURER. AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ANYONE WHO ACCESSES THE SITE, OR ANY MEMBER WHO ENTERS INTO ANY TRANSACTION CONDUCTED ON THE SITE DOES SO AT THEIR OWN RISK.
"Application" means any mobile application that may be developed by ClosetCycle to support or accompany the Site and Services.
"Collective Content" means Member Content (defined below) and ClosetCycle Content.
"Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
"Listing" means a listing by an Owner of an item to rent.
"Member" means a person who completes ClosetCycle’s account registration process.
"Member Content" means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site.
"Owner" means a Member who has listed items for rent on ClosetCycle.
" Credits" are "points" that may be applied as credits toward future rentals made by Members via the Site, Application and Services.
"Renter" means a Member who requests a rental via ClosetCycle.
"Services" means the services made available by ClosetCycle through the Site and Application.
"ClosetCycle Content" means all Content that ClosetCycle makes available through the Site.
"Owner Guarantee" means that if a dress that you rent is damaged, destroyed, or lost, then ClosetCycle will either reimburse you for the reasonable cost of that dress or replace it with an equivalent dress.
ClosetCycle reserves the right, at its discretion, to modify the Site, Application or Services and to amend, modify, add to or remove any portion of these Terms at any time and without prior notice, including, without limitation, the Service Fees (defined below). If we amend these Terms, any such amendment will be effective immediately upon ClosetCycle either posting the modification on the Site or via the Application or providing you with notice of the modification via email. If you continue to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with email notice of a modification, you shall be deemed to have accepted and you shall be bound by the modified Terms. If you do not accept the modified Terms, you shall cease using the Site, Application and Services.
The Site is intended for individuals older than 18 years of age. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.
In order to access certain features of the Site and Application, and to book an item for rent or create a Listing, you must become a Member by registering and creating an account. You can only register or join by logging into your account (a “Third Party Account”) with certain third party social networking sites including, without limitation, Facebook (a “SNS”). As part of the functionality of the Site, Application and Services, you may link your ClosetCycle account with Third Party Accounts, by either: (i) providing your Third Party Account login information to ClosetCycle through the Site, Services or Application; or (ii) allowing ClosetCycle to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to ClosetCycle and/or grant ClosetCycle access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating ClosetCycle to pay any fees or making ClosetCycle subject to any usage limitations imposed by such third party service providers. By granting ClosetCycle access to any Third Party Accounts, you understand that ClosetCycle will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Site, Services and Application via your ClosetCycle account and ClosetCycle account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your ClosetCycle account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable or ClosetCycle’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH A SNS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS. ClosetCycle does not review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and ClosetCycle is not responsible for any SNS Content. A ClosetCycle account and ClosetCycle account profile page for your use of the Site and Application will be created upon registration based upon the personal information you provide to us or that we obtain via an SNS, as described above. You may not have more than one (1) active ClosetCycle Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. ClosetCycle reserves the right to suspend or terminate your ClosetCycle account and your access to the Site, Application and Services for any reason, including, without limitation, if you create more than one (1) ClosetCycle account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you are solely responsible for any activities or actions under your ClosetCycle account, whether or not you have authorized such activities or actions. You will immediately notify ClosetCycle of any unauthorized use of your ClosetCycle account.
Members may submit Listings for items for rent. ClosetCycle will approve the items that given our expertise will rent. To this end, you may be asked a variety of questions about the listed items, including, but not limited to, the location, size, brand, retail and rental price, availability and description. Listings will be made publicly available via the Site, Application and Services. Other Members will be able to rent your listed items via the Site, Application and Services based upon the information provided in your Listing. You understand and agree that after a Member requests to rent an item, the price for such item may not be altered
Lender/Owner of item understands that after certain rentals of an item the item will not be in the same exact condition that it was when listed on ClosetCycle’s website or app. When an item is used there is wear and tear.
In the case of a zipper breaking or light damage, ClosetCycle will reimburse up to $15 to repair the item. If it is irreparable, ClosetCycle will seek to obtain payment from the renter. ClosetCycle recommends that Members obtain appropriate insurance for their items. We recommend that you review any insurance policy and consult with an insurance professional regarding the terms of potential coverage.
Renters agree to treat the items with the highest standard of care, as if it was borrowed from your close friend. Subject to Paragraph 11 below, Renters are responsible for loss, destruction or damage to the items, whether due to theft, mysterious disappearance, fire, major stains or any other cause, other than normal wear and tear. Normal wear and tear encompasses minor stains, rips, missing beads, scratches of bags, scratches of heels and red bottoms or stuck zippers. If you either: (i) fail to return an item; or (ii) return an item that is damaged beyond normal wear and tear, then you agree that ClosetCycle will charge you, and you shall pay, for the price for repairing or replacing the item, as determined in our sole and absolute discretion, up to the current retail value for the identical item. If an item is rented and is destroyed, the Owner’s sole remedy will be to accept from the equivalent market value on second hand sites like ebay, tradesy and the like. If you send the owner of the item a replica item instead of the item that was sent to you, then you agree that ClosetCycle will charge you the replacement cost of the item.
ClosetCycle does not endorse any Members. Although these Terms require Members to provide accurate information, ClosetCycle may not verify or attempt to confirm any information provided by Members or any Member’s purported identity. You are solely responsible for determining the identity and suitability of other Members who you contact via the Site, Application and Services. ClosetCycle, is not responsible for any damage or harm resulting from your interactions with other Members.
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from ClosetCycle with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any Rentals or Listings, as applicable, made by you. This limitation shall not apply to any claim by an Owner against ClosetCycle regarding the remittance of payments received from a member by ClosetCycle on behalf of an Owner, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.
ClosetCycle charges a service fee to the Owner (the “Service Fee”), which is based on a percentage of the applicable rental listing price that a Renter pays to an Owner (the “Rental Price”). The Service Fee paid to ClosetCycle is equal to twenty percent (20%) of the Rental Price and the Owner keeps eighty percent (80%) of the Rental Price. Shipping as well as the $9.99 insurance is paid by the renter of the item and that goes to ClosetCycle to cover both shipping and any minor damages that may occur. ClosetCycle will collect the Service Fees from rental at the time payment is disbursed to such Owner which is the day the rental period ends. Each Owner hereby permits ClosetCycle to collect payments made by Members on behalf of the Owner. Each Owner agrees that payment of a Rental Price made by a Member to ClosetCycle shall be considered the same as a payment made directly to the Owner and the Owner will make the item for rent available to Member in the agreed upon manner as if the Owner has received the Rental Price. Each Owner agrees that ClosetCycle may in accordance with the cancellation policy selected by the Owner and reflected in the relevant Listing, (i) permit the Member to cancel the booking 24 hours after the rental period starts for reasons when the item does not fit or the item is not as described and (ii) refund to the Member that portion of the Rental Price specified in the applicable cancellation policy. ClosetCycle assumes no liability for any acts or omissions of the Owner. Owners are solely responsible for honoring any confirmed bookings and making available any item for rent reserved through the Site, Application and Services. If you, as a Member, choose to enter into a transaction with an Owner for the rental of an item, you acknowledge and agree that you will be required to enter into an agreement with the Owner and you agree to accept any terms, conditions, rules and restrictions associated with such item for rent imposed by the Owner. You acknowledge and agree that you, and not ClosetCycle, will be responsible for performing the obligations of any such agreements, that ClosetCycle is not a party to such agreements, and that, with the exception of its payment obligations hereunder, ClosetCycle disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that ClosetCycle is not a party to the agreement between you and the Owner, ClosetCycle accepts payments from you on behalf of the Owner. Upon a Renter’s payment of the Rental Price to ClosetCycle, Renter’s payment obligation to the Owner for such amounts is fulfilled. ClosetCycle is responsible for remitting such amounts, less applicable Service Fees, to the Owner. In the event that ClosetCycle does not remit any such amounts to an Owner, such Owner will have recourse only against ClosetCycle. If the owner of the items does not send the item on time and it arrives after the rental period starts the owner is responsible to pay ClosetCycle the shipping fees incurred to send the item late. That amount will be deducted from the amount disbursed at the next rental.
Renters are responsible for reading item Listings, including, without limitation, the description of the item and any policies or instructions. If a Renter requests to book an item, and if such request is confirmed by ClosetCycle, the Renter agrees to pay ClosetCycle the Rental Price for such item. In order to establish a booking, you understand and agree that ClosetCycle, on behalf of the Owner, reserves the right, in its sole discretion, to obtain a pre-authorization via your credit card for the amount of the Rental Price. ClosetCycle will collect the Rental Price in accordance with the terms and conditions of these Terms and the pricing terms set forth in the applicable Listing. Please note that ClosetCycle cannot control any fees that may be charged to a Member by his or her own bank related to Closetcycle’s collection of the Rental Price, and ClosetCycle disclaims all liability in this respect. ClosetCycle also reserves the right to ask for identity verification in order to protect its members. This includes ID verification, and referrals to protect its lenders against illegitimate renters.
Members may cancel a requested booking within 48 hours of placing the order you will be refunded in the form of your original payment. Any cancellation made after 48 hours will result in a credit to your account.
RECEIVING your item. ClosetCycle utilizes USPS for clothing items and UPS for Bags, shoes and accessories that are over $1000 in retail value. ClosetCycle is not responsible for any delays or losses during the shipping to and from the renter. It is the responsibility of the renter to add shipping insurance to the item/s ordered to cover any losses during shipping. ClosetCycle strongly recommends to order at least 7 days ahead to ensure a timely arrival. ClosetCycle will not refund the shipping to and from the renter in the case of any delays caused by the carrier or the lender. The renter needs to use the return label and attach it to the same package or a USPS priority tyvek envelope and drop it off at the nearest service station. Closetcycle will cancel any pre-authorization to your credit card and/or refund any amounts charged to your credit card in connection with the requested booking within a commercially reasonable time. If a Member wishes to cancel a confirmed booking made via the Site, Application and Services, prior to the beginning of the rental period, the cancellation is subject to confirmation by ClosetCycle. Members may not cancel a booking 24 hours after the day the rental period starts.
As a Member, it is your responsibility to return the item for rent in the condition it was given to you when you took possession, normal wear and tear excepted. You acknowledge and agree that, as a Member, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who you allow to wear the item while in your possession. In the event that an Owner claims otherwise and provides evidence of damage, including but not limited to photographs, you agree to pay the cost of repair beyond $15 that the $9.99 insurance covers and or replacing the damaged item if it is irreparable. If an item rented by the Owner is lost or destroyed, the Owner’s sole remedy will be to accept from the Renter the equivalent cash value for such item, as stated in the listing. This will be the market value which is determined based on age, depreciation and online channels where the item is available for sale. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card on file in your ClosetCycle account. ClosetCycle also reserves the right to charge the credit card on file in your ClosetCycle account, or otherwise collect payment from you and pursue any avenues available to ClosetCycle. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the item for rent to the applicable Owner or to ClosetCycle (if applicable).
Both Members and Owners agree to cooperate with ClosetCycle in good faith, and to provide ClosetCycle information and take actions as may be reasonably requested by ClosetCycle, in connection with any complaints or claims made by Members relating to items for rent (including, without limitation, payment requests made under the ClosetCycle Owner Guarantee) or with respect to any investigation undertaken by ClosetCycle or a representative of ClosetCycle regarding use or abuse of the Site, Application or the Services. If you are a Member, upon ClosetCycle’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with an Owner, at no cost to you, which process may be conducted by ClosetCycle or a third party selected by ClosetCycle.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site, Application, Services and Content. In connection with your use of our Site, Application and Services, you may not and you agree that you will not:
We permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to ClosetCycle a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Site, Application and Services. ClosetCycle does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are responsible for all Content that you make available. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to ClosetCycle the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or ClosetCycle’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that ClosetCycle is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ClosetCycle of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
All trademarks, service marks, logos, trade names and any other proprietary designations of ClosetCycle used herein are trademarks or registered trademarks of ClosetCycle. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services. Please submit feedback by emailing us at firstname.lastname@example.org. You acknowledge and agree that all Feedback will be the sole and exclusive property of ClosetCycle and you hereby irrevocably assign to ClosetCycle and agree to irrevocably assign to ClosetCycle all of your right, title, and interest in and to all feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At ClosetCycle’s request and expense, you will execute documents and take such further acts as ClosetCycle may reasonably request to assist ClosetCycle to acquire, perfect, and maintain its intellectual property rights and other legal protections for the feedback.
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) limit, suspend or terminate your access to your account, our Site, Application and/or Services, and (b) deactivate or cancel your ClosetCycle account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you, which we are legally obligated to pay you. In the event ClosetCycle terminates these Terms, or your access to our Site, Application and Services or deactivates or cancels your ClosetCycle account you will remain liable for all amounts due hereunder. You may cancel your ClosetCycle account at any time via the “Cancel Account” feature of the Services or by sending an email to email@example.com. Please note that if your ClosetCycle account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.
YOU ACKNOWLEDGE AND AGREE THAT ClosetCycle DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, MEMBERS AND OWNERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ClosetCycle EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ClosetCycle MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ITEM FOR RENT, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ClosetCycle MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, ITEM FOR RENT, YOUR ACCRUAL OF CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ClosetCycle OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY OWNERS OR MEMBERS. YOU UNDERSTAND THAT ClosetCycle DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW, VERIFY OR VISIT ANY ITEM FOR RENT. ClosetCycle MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, MEMBERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY ClosetCycle. NOTWITHSTANDING ClosetCycle’S ACCEPTANCE OF PAYMENTS FROM MEMBERS ON BEHALF OF THE OWNER'S, ClosetCycle EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY MEMBER, RENTER, OR THIRD PARTY.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY ITEM FOR RENT VIA THE SITE, APPLICATION AND SERVICES AND ANY CONTACT YOU HAVE WITH OTHER USERS OF ClsoetCycle WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER ClosetCycle NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, THE SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY ITEM FOR RENT VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ClosetCycle HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE OWNERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE ClosetCycle OWNER GUARANTEE, ClosetCycle’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ITEM FOR RENT VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY ITEM FOR RENT OR INTERACTIONS WITH ANY OTHER MEMBERS, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU, AS A RENTER, HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A MEMBER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, (B) OR IF YOU ARE AN OWNER, THE AMOUNTS PAID BY ClosetCycle TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (C) ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ClosetCycle AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold ClsoetCycle and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content; (b) your violation of these Terms; (c) your Member Content; (d) your interaction with any Member; (e) your creation of a Listing; (f) the booking, use and rental of an item rented to you, as a Renter, or by you, as an Owner, including, but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking, rental or use of an item for rent; (g) your violation of any local ordinance, state or federal law or regulation; and (h) your participation in the Referral Program or your accrual of any Credits.
You may not assign or transfer these Terms, by operation of law or otherwise, without ClosetCycle’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ClosetCycle may assign or transfer these Terms, at its sole discretion, without restriction.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by ClosetCycle (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application.
These Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco, California, for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
You and ClosetCycle agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and ClosetCycle are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and ClosetCycle otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at http://www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Changes. Notwithstanding the provisions of the “Modification” section above, if ClosetCycle changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of ClosetCycle’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and ClosetCycle in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
The following Paragraphs survive any termination of these Terms, including in connection with a termination or deactivation of an account: Bookings , Service Fees and Financial Terms (Section 9), Member Content License (Section 13), Proprietary Rights Notices (Section 15), Disclaimers (Section 18), Limitation of Liability (Section 19), Indemnification (Section 20), Controlling Law and Jurisdiction (Section 23), Dispute Resolution (Section 24), No Agency (Section 25), General (Section 27), Force Majeure (Section 28).
The failure of ClosetCycle to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ClosetCycle. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof and supersede all prior written or oral proposals and understandings related hereto. The parties acknowledge having read the terms and conditions set forth in this Agreement, understand all terms and conditions, and agree to be bound by them.
Neither party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, acts of a public enemy, error in the coding of electronic files, Internet or other network “brownouts” or failures, power failures, cyber attacks, third party attack or other actions and acts of civil and military authorities.
If you have any questions about these Terms or any App Store Sourced Application, please contact ClosetCycle at email@example.com.
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