No Standing NYC LLC: Rental Subscription
This No Standing NYC Rental Agreement ( “Agreement”) is entered by and between No Standing NYC, LLC (“No Standing”) and you, the subscriber to the No Standing Rental Program, as defined below (“you”), as of the date you agree to this Agreement and begin your rental with No Standing (“Effective Date”).
The services covered by this Agreement are any services provided by or on behalf of No Standing , including, but not limited to, No Standing’s rental of accessories, clothing, and handbags as part of a subscription for one month or longer (“Rental Subscription”).
Please review these terms of agreement carefully before agreeing to it and before beginning your Rental Subscription. This is a legally binding agreement and by signing up for a Rental Subscription, you are agreeing to the terms of this agreement.
In submitting to be a part of the Rental Subscription, No Standing may deny you to become a part of the rental program if they feel it is necessary for reasons included but not limited to, fraud, previous conflict, identity theft or any other reasons determined solely by the discretion of No Standing.
In consideration of your subscription to the No Standing NYC Rental Subscription, you agree to the terms of this Agreement. You acknowledge that your credit card will be charged automatically for as long as you are a Subscriber and you agree to such charges. If you have any questions about the automatic credit card charges associated with the Rental Subscription, please contact us at firstname.lastname@example.org.
No Standing rents and sells handbags, clothing, and other accessories (“Merchandise,”), as determined by No Standing in its sole discretion to you as a customer, provided you comply with all of the terms and conditions of this Agreement. In addition to the remainder of the terms outlined in this Agreement, you agree:
The foregoing recitals form a part of the Agreement, and you and No Standing agree to this Agreement in consideration of your compliance with the terms of this Agreement and in exchange for No Standing’s rental of the Merchandise to you.
The foregoing recitals form a part of the Agreement, and you and No Standing agree to this Agreement in consideration of your compliance with the terms of this Agreement and in exchange for No Standing’s Rental Subscription of the Merchandise to you.
- Rental Subscription.
(a) Generally. The Rental Subscription is a monthly membership. You will pay for the Subscription each Month. During the Term of your Rental Subscription, you will be able to rent one or more Merchandise, depending on your Tier.
The Rental Subscription is a rental option for Selected Merchandise to be rented for 30 days at a time with different Tiers of what can be rented and different costs in each Tier. You will pay for the Rental Subscription price at your Order Date. During the term of your Rental Subscription, you will be able to rent one or more Merchandise (depending on your chosen Tier) for a minimum of 30 days. You will be charged every 30 days unless your Subscription is canceled by either you or No Standing. You will continue to pay the Fee every month, as long as the Merchandise is in your possession. You have the option to swap out your already rented Merchandise for new Merchandise at the start of every month. Once Merchandise in your possession is returned to No Standing, the new Merchandise will be shipped out.
(b) Month. A “Month” is each 30-day period of the Term, commencing on the Order Date, and continuing for 30 days, and each consecutive 30 period thereafter. For example if you order your Subscription on April 15th (“Order Date,”) your Subscription starts on April 15, the first Month of your Term will be April 15 to May 14, and the second Month will start on May 15. Each Month will always start on the same numerical calendar day.
(c) Start Date. A “Start Date” is the numerical day on which your Rental Subscription starts, and each one month anniversary thereof. For monthly Subscriptions, your Start Date will commence on the same day that your Subscription and rental order(s) is placed. If you purchase your Subscription on April 15th, your Month begins on April 15th, and you have 30 days thereafter before your next Month commences.
(d) Order Date. A “Order Date” is the numerical day on which you placed the order for the Rental Subscription. Your Order Date is the day you purchased your Rental Subscription and the Start Date of the Month. Your Order Date and Start Date are always going to be the same numerical calendar date, for both In Store Rentals and Online Rentals.
(e) In Store Rentals. An “In Store Rental” is any Rental Subscription that the Merchandise was picked up by you at a physical location. If you choose to pick up Merchandise, it must not be a third party and can only be picked up by you. All Rental Subscriptions must be purchased online, however will be available for pickup at a physical location. If In Store Rentals are going to be shipped back upon return, please contact us to send you a prepaid shipping label. For more information of pickups and shipping please contact email@example.com
(f) Online Rentals. An “Online Rental” is any Rental Subscription that was purchased online on our website at nostandingnyc.com. If you choose to pick up your Merchandise in our store, instead of having the Merchandise be shipped to you, please let us know immediately after your purchase.
(g) Shipping. Selected Merchandise will be shipped to the mailing address inputted by you at checkout. Please ensure that the mailing information is correct upon checkout. Selected Merchandise will be shipped via the carrier of No Standing’s choice. Shipping time will vary from 1-5 business days.
(h) Returns. Each Selected Merchandise will be mailed with packaging of No Standing’s choice as detailed below, as well as mailing materials to return the Selected Merchandise back to No Standing, as detailed below. A prepaid shipping label will be enclosed in your original packaging to be used for return shipping. If you misplaced your prepaid return label, contact No Standing for a new one.
Merchandise rented must be returned at the end of the 30 days from the Start Date. The expected return date will be the 31st day from the Start Date, by shipping Merchandise back with the prepaid return label provided. For example, if your Start Date was on April 1st, your last day of the rental is on April 30th, and the last day to ship back the Merchandise is on May 1st. If you do not ship out on the 31st day, you will get charged for another Month, and every Month thereafter until Merchandise is returned. If you decide to choose new Merchandise for the next Month, you will be able to do so at the end of your Monthly Term. All In Store Rentals must be returned back at the physical location, the last return date being the 31st day from the Start Date. If a return label is necessary for In Store Returns, please contact us for one at firstname.lastname@example.org.
If you would like to continue your subscription with new Merchandise for an additional month(s), simply send back the Merchandise from the previous month and the new Merchandise will be shipped out upon receipt of the previously rented Merchandise.
(i) Number of Merchandise. You may have more than one Selected Merchandise at a time depending on the Tier chosen upon placing an order with the Rental Subscription.
(j) Termination. Once you initially place your Rental Subscription, you can terminate the Subscription after 30 days. The first 30 days are non refundable. However within 30 days of the monthly subscription, termination for the following Month is possible. For example, when you first begin your Rental Subscription on April 15th, you can not terminate the Subscription for the first Month. You can terminate your Subscription during the days leading up to your Subscription renewal for the next Month. Referring back to the example, you have until May 14th to cancel your Subscription for May 15th and onwards. Once May 15th arrives, you are bound to the Subscription for the next 30 days, however you can terminate it for the following Month.
(k) Tiers. There are four subscription levels, with four corresponding Fees, and different rental privileges, as described below (each a “Tier”).
(a) Generally. The Merchandise are the property of No Standing, and you acknowledge and agree that you are renting the Merchandise only, and you do not have any ownership right in or to the Merchandise, unless you purchase the Merchandise, as set forth herein. Not all Merchandise are available for Rental Subscriptions.
(b) Condition on Receipt. The condition of Merchandise when you receive them may vary. Some Merchandise will be in like new condition, some Merchandise may be gently used, and some Merchandise may be used pieces that show more signs of wear and tear. In the event an Merchandise arrives to you in a substandard condition, please contact us immediately at email@example.com.
(c) Condition of Merchandise. The Merchandise must be maintained in good condition and returned to No Standing in the same condition it was shipped out in. Please be aware that No Standing will inspect all Selected Merchandise and you may be charged for any excessive damage or harm to the Selected Merchandise.
(d) Rental Process.
(i) Merchandise may not be available at all times, and No Standing does not guarantee that Merchandise will be available for rental at the time/place you desire.
(ii) Once you have selected a Merchandise, subject to availability, No Standing will send you an email with confirmation of your Rental Subscription. In the confirmation email, there will be a form that must be filled out. Once the form is completed and you choose your Selected Merchandise, No Standing will ship the items to you within 1 to 2 business days. You will then receive a shipping confirmation email with information on tracking your Merchandise. No rental orders are confirmed until the form is complete and until you receive an email confirmation that the Selected Merchandise has shipped.
(e) Returns. Unless purchased, you must, at the end of the Month, return the Merchandise, in good condition. If you do not return Merchandise, or if No Standing has reason to believe you will not return a Merchandise, your Card will be automatically charged for an additional Month and so on until Merchandise is returned. If after three months Merchandise is not returned and you have not communicated with No Standing, No Standing may charge you the full purchase price of the Merchandise. All determinations as to the purchase price will be made in No Standing’s sole discretion.
(f) You may not rent another Merchandise until No Standing receives your returned Selected Merchandise. Once you return a Selected Merchandise, and No Standing processes the return, your rental window will open, and you may rent another Merchandise.
(g) Returned Items. If No Standing has any reason to believe that an item returned to No Standing at the end of the Month(s) is not the same Merchandise that was shipped to you by No Standing, No Standing may expend costs to re-authenticate the returned item. You will be responsible for any such costs, and No Standing may charge your credit card automatically for such costs. If the item as returned is not the same item as shipped to you, the Merchandise will be treated as not sent back.
(h) Limited to You. You are the only renter of the Merchandise, and you are the only person that is authorized to use the Merchandise. You will not allow any third party to use the Merchandise during your Term.
(i) Personal Use Only. Your rights under this Agreement are limited to your personal, non-commercial use. You may not rent the Merchandise to any third party, nor charge third parties for use of the Merchandise.
(j) Communication with No Standing. You agree that you will report any problem with the Merchandise, including but not limited to, damage, Merchandise or lost Merchandise to No Standing at firstname.lastname@example.org immediately after you have, as necessary, contacted local emergency services or police. PLEASE BE CAREFUL WITH THE MERCHANDISE – YOU ARE RESPONSIBLE FOR THE MERCHANDISE DURING THE TIME YOU RENT THE MERCHANDISE, INCLUDING IF IT IS LOST OR STOLEN.
(k) Lost or Stolen Merchandise. All decisions as to whether a Merchandise is lost/stolen are to be made by No Standing, in No Standing’s sole and absolute discretion. If No Standing believes that a Merchandise is lost/stolen, you will have to pay the full purchase price of the Merchandise. No Standing shall have the right, but not the obligation, to take any action in connection with the recovery of lost/stolen Merchandise.
(l) Charges for Damaged Selected Merchandise. If you return Selected Merchandise with more damage, wear and tear than Merchandise had prior to shipment, as determined by No Standing in its sole discretion, you agree that No Standing may charge your Credit Card and collect the full purchase for such Selected Merchandise. All determinations as to the retail value will be made at No Standing’s sole discretion. You are also responsible in the event of a theft or loss of a Selected Merchandise.
(i) Basic Flyer. You may rent three Selected Merchandise per month from the “clothing” option. Clothing includes shirts, dresses, tops, pants, vests, or anything under the “clothing tab,” on the nostandingnyc.com website that has the option to be rented. You may not rent another Selected Merchandise until you have returned any other Selected Merchandise in your possession. You may only ever have three or less Selected Merchandise in your possession during your Term. You may only ever have one Rental Subscription Tier at a time.
(ii) Economy Flyer. You may rent one Selected Merchandise per month, limited to only bags. Bags include Merchandise under the “bags” tab on nostandingnyc.com. You may not rent another Selected Merchandise until you have returned any other Selected Merchandise in your possession. You may only ever have one Selected Merchandise in your possession at all times. You may only ever have one Rental Subscription Tier at a time.
(iii) Business Flyer. You may rent two Selected Merchandise per month, both of which may be bags. You may not rent another Selected Merchandise until you have returned at least one Selected Merchandise. You may only ever have two or less Selected Merchandise in your possession during your Term. You may only ever have one Rental Subscription Tier at a time.
(iv) First Class Flyer. You may rent four Selected Merchandise per month, two of which may be bags and two of which may be clothing. You may not rent another Selected Merchandise until you have returned at least three Selected Merchandise. You may only ever have four or less Selected Merchandise in your possession during your Term. You may only ever have one Rental Subscription Tier at a time.
(b) Selecting Your Level and Completion of the Subscription. When you log onto nostandingnyc.com and click on the “rent” tab you will see the Subscription options available. Once you click which Subscription you want, you will be prompted to checkout. You will pay for the price of the Subscription and once your order is placed you will receive a confirmation email. In the confirmation email you must complete a form linked there, and follow the steps written in the email that will prompt you to choose your Merchandise. Upon choosing the Merchandise, you will add it to cart in addition to the “shipping” product. Adding in shipping will ensure the prices of the Merchandise goes to “0”. Once you input the shipping and the discount code provided to you via email, you may checkout. As soon as you are checked out, the team at No Standing will begin preparations and have the Merchandise shipped to you within 1-5 business days. You may request to change your Tier as set forth below.
(c) Changes. Your Subscription Tier may be changed from time to time. To request a Tier change, please cancel your Subscription and renew it with a new Tier. You must return any Merchandise that is available to a higher Tier before you may change your Tier. If you change a Tier, provided such change is in compliance with the terms of this Section, the change will be effective as of the first day of the next Month, and you will be charged the Fee for the new Tier on the next Start Date. Please contact us with questions or concerns regarding changes at email@example.com
- Fees and Payment
(a) Generally. The Fee for each Merchandise is set forth on the No Standing website at nostandingnyc.com under the specified Merchandise titles (“Fee”). The Fee is the Subscription Price of the Selected Merchandise, as well as shipping costs. The Fee is subject to change at any time by No Standing. The Fee includes your Rental Subscription.
(b) Card. In order to maintain your Rental Subscription, you must have a valid payment method on file (the “Card”). Upon purchasing your Rental Subscription, you will be required to fill out a form and provide your Card information. No sensitive information will be stored in the form.
(c) Payment. On the Start Date of your Subscription Rental, your Card will be charged the Fee. You will be charged the Fee on each additional Month following the end of your rental period term. If Merchandise is still in your possession and has not been shipped back, your Card will be charged with the Fee on the 32nd day from the Start Date. The Fee is non-refundable within the Month.
(d) Authorization. By ordering a Rental Subscription, you authorize No Standing or its designee to charge your Card for the Fee each Start Date the Merchandise is in your possession. No Standing reserves the right to, but does not have the obligation to, determine whether your Card is pre-authorized to accept a minimum charge equal to the Fee, or another amount determined by No Standing.
(e) Non-Payment. If your Card cannot be charged, in whole or in part, for any reason, you agree to pay all amounts due upon No Standing’s demand.
(f) Termination for Non-Payment. No Standing may terminate or suspend this Agreement if your Card cannot be charged.
(g) Taxes. All applicable local, city, and state taxes are your responsibility. You agree to pay these taxes.
(h) Deposits. No Standing reserves the right to request a deposit , and/or require the return of any or all Selected Merchandise in your possession in the event you fail to pay the Fee, in the event No Standing is unable to charge your Card, or in the event No Standing has reason to believe, in its sole discretion, that you may not pay the Fee.
(a) Generally. Once you select your Merchandise, subject to No Standing’s approval, and availability of the Selected Merchandise, you will receive a notification that the Selected Merchandise has shipped, with a tracking number. You are responsible for the costs of shipping to you. No Standing is responsible for the cost of return shipping.
(b) Delivery Method. The Selected Merchandise will ship via the courier of No Standing’s choice.
(c) cDelivery Time. Delivery times typically vary between 2-5 business days within the United States. Delivery Times for Selected Merchandise may vary based upon (a) Merchandise availability, (b) your delivery address, (c) when you place an order, and (d) other circumstances impacting delivery. There are no guarantees as to the receipt date of any Selected Merchandise. The risk of loss for items shipped passes to you upon delivery.
(d) Preparation Time: No Standing will prepare your Merchandise as soon as your Rental Subscription is purchased. Please allow No Standing one to three days to prepare your Merchandise. No Standing will do their absolute best to ship out the Merchandise as fast as possible.
(a) Generally. Unless purchased, all Selected Merchandise must be returned to No Standing. Each Selected Merchandise from Online Rentals will be sent with materials to return the Selected Merchandise. Selected Merchandise from In Store Rentals must be returned at the physical location, unless requested a return label.
(c) No Standing Shipping Method. YOU MUST USE THE NO STANDING SHIPPING METHOD TO RETURN ANY MERCHANDISE TO NO STANDING. For Online Rentals, you will be provided with a prepaid shipping return label by No Standing. If you have lost the shipping label, contact us at firstname.lastname@example.org and we will send you a new one. You cannot use your own shipping method. Please ensure that the package is successfully delivered to the appropriate carrier pick up.
(d) Your Own Shipping Method. IF YOU OPT NOT TO USE THE LABEL PROVIDED BY NO STANDING, SUCH RETURN WILL BE AT YOUR OWN RISK, AND YOU WILL BE RESPONSIBLE TO NO STANDING FOR ANY DAMAGED OR LOST MERCHANDISE IN TRANSIT TO NO STANDING, OR THAT ARE NOT RECEIVED BY NO STANDING. AS YOU ARE RESPONSIBLE FOR THE SELECTED MERCHANDISE UNTIL IT IS RECEIVED BY NO STANDING.
(e) In Person Drop Off. You may drop off Selected Merchandise for return at No Standing’s physical location, currently located at 74 Grand Street, New York, New York 10013, during normal business hours. Our normal business hours are every day from 11 am to 7 pm. You must hand the Selected Merchandise to an authorized No Standing Representative and you may not leave the Merchandise without handing it to a No Standing Representative.
No Standing may agree to sell you the Selected Merchandise for the purchase price as determined by No Standing. Please contact email@example.com to obtain a correct purchase price for the Merchandise. Certain discounts will be applicable.
- No Coverage
Upon receipt of the Merchandise, you are responsible for the Merchandise for the entirety of the time the Merchandise is in your possession, including shipping back to No Standing at the end of the Term. If Selected Merchandise is not returned, or is returned with more damage and wear and tear than prior to your Rental Subscription, your Card will be charged the full purchase price as determined by No Standing.
- Release; Limitation of Liability. In consideration for your use of the Merchandise, you hereby remise, release and forever discharge and agree to hold harmless No Standing and its affiliates, and each of their respective officers, directors, employees, agents, parents, subsidiaries, affiliates, successors, representatives, and assigns (collectively, the “Releasees”), from and against any and all rights, claims, demands, liability, losses, damages (including, but not limited to, personal injuries, death or property damage), and actions whatsoever, in law or in equity that you or your heirs, executors or assigns may have, arising in any way from your use of the Merchandise, except to the extent that exclusion or limitation of such liability is prohibited by law, and you hereby further hold the Releasees harmless from any taxes or subsequent costs imposed on you as a result of your use of the Merchandise.
You further agree that if, despite this release, waiver of liability and assumption of risk, you or someone on your behalf makes a claim against any of the Releasees, you will indemnify and hold harmless each of the Releasees from any loss, liability or expense which may be incurred as a result of such claim.
You agree that you will not assert or maintain against Releasees any claim, action, suit or demand of any kind or nature whatsoever, including those grounded upon invasion of privacy, rights of publicity or other civil rights, and you hereby release the Releasees and each of them, from and against any and all claims, liabilities, damages, demands, actions, causes of action(s), costs and expenses whatsoever, at law or in equity, known or unknown, anticipated or unanticipated, which you ever had, now have, or may, shall or hereafter have by any reason, matter, cause or thing arising out of this Agreement, the Services, or the Merchandise.
You have read this Agreement and understand that you are giving up substantial rights by signing it and have signed it freely and without any inducement or assurance of any nature. Accordingly, you intend it to be a complete and unconditional release of all liability to the greatest extent allowed by law. You agree that, if any portion of this Agreement is held to be invalid, the balance of the Agreement shall continue in full force and effect.
- Disclaimers; Limitation of Liability.
(a) As-Is Use. Your use of the Merchandise is as-is, and at your own risk. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE RENTAL SUBSCRIPTION, INCLUDING THE MERCHANDISE, IS AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR YOUR USE OF THE MERCHANDISE.
(b) DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY LAW, NO STANDING, ON BEHALF OF ITSELF AND THE RELEASEES, DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSES, IN CONNECTION WITH THE SUBSCRIPTION, INCLUDING YOUR USE OF ACCESSORIES.
(c) NO REPRESENTATIONS. NO STANDING DOES NOT REPRESENT OR WARRANT THAT THE RENTAL SUBCRIPTION, INCLUDING THE MERCHANDISE, AND SPECIFICALLY DISCLAIMS, WILL BE IN GOOD CONDITION, IN WORKING CONDITION, OR OTHERWISE USABLE. FURTHER, NO STANDING DOES NOT REPRESENT OR WARRANT THAT THE ONE TIME RENTAL, INCLUDING THE MERCHANDISE, AND SPECIFICALLY DISCLAIMS, WILL BE ERROR FREE, WITHOUT DELAY OR INTERRUPTION, OR WITHOUT DELAY.
(d) LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NO STANDING EXCEED $1,000.00. IN NO EVENT SHALL NO STANDING BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES to your or your property for any claim, harm, damage, or loss, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE accessing or USE of, OR INABILITY TO USE, THE SERVICES ASSOCIATED THEREWITH including but not limited to the ONE TIME RENTAL, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE EVENT OF YOUR BREACH OR RELATED TO YOUR INDEMNITY OBLIGATIONS. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES; AND, IF ANY OF THOSE LAWS APPLY TO YOU, THEN SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- Indemnification. You shall indemnify and hold No Standing, the Releasees, each of their affiliates, and any of their parent company, sister company, subsidiary, related company or affiliate thereof, and each of their respective officers, directors, employees, agents and affiliates harmless from and against any and all demands, claims, actions, causes of action, liabilities, suits, proceedings, investigations or inquiries, or any damages, judgments, awards, or settlement thereto, and all related out-of-pocket expenses, including, but not limited, to all reasonable outside attorneys’ fees and court costs, arising from or related to or arising from your breach of this Agreement and/or your use of the Rental Subscription.
- Limitations of Rental Subscription. The Merchandise may not be available at all times, and No Standing is not responsible for some or all Merchandise being unavailable when you want to rent them. The Merchandise is available on a first come, first served basis, and you may not be able to rent Merchandise at the time you desire. You agree that No Standing is not responsible for the unavailability of any Merchandise.
- Usage. You hereby irrevocably grant permission to No Standing and its affiliates, successors and assigns and their respective designees, the irrevocable, perpetual right to photograph, videotape, record and/or otherwise reproduce names, images, likeness, silhouettes, voice/sound, statements, quotes, comments, opinions, experiences, including but not limited to with No Standing products, and other information about you and reproductions of you (collectively, “Reproductions”), and the irrevocable right to use, copy and publish any and all Reproductions in any manner, without payment or compensation except as set forth herein, in the unlimited, unrestricted distribution, advertising, promotion and exploitation, including commercial uses and exploitation, in and/or by any method, medium, and device now known and/or hereafter devised, including within a mobile application, through social media, on the Internet and otherwise, throughout the universe in perpetuity. You agree that the rights granted to No Standing shall include the right, exercisable in No Standing’s sole discretion, to depict and/or portray you and the Reproductions to such extent and in such manner as No Standing may determine, and the absolute and irrevocable right to edit, modify, alter and otherwise change any Reproductions, and to juxtapose any Reproductions with any other photographs, film clips, video, image, media and/or other material. Neither the Reproductions nor any content, advertisement or other material need be submitted to you for approval and you hereby waive any right to inspect or approve the finished Reproductions, if any, or printed or electronic matter that may be used in conjunction with them now or in the future, whether that use is known or unknown to you. You agree that No Standing (or its designee(s)) shall be the exclusive owner of all copyright, trademark, intellectual property and other rights in and to the Reproductions and any and all modifications, improvements, and derivations thereof. In the event that you have, as a matter of law, any right, title or interest in or to the Reproductions or any modifications, improvements or derivations thereof, you assign and will assign to No Standing all such right, title and interest. The provisions of this Section shall survive termination or expiration of this Agreement.
- Actual Damages. In the event you fail to pay the Fee, or any other amounts due or owing to No Standing, or to return any Selected Merchandise, or return a Selected Merchandise in a damaged condition, in addition to being charged the full purchase price of the Selected Merchandise in your possession, you will be responsible to pay No Standing its ACTUAL DAMAGES, including but not limited to the Fee plus applicable costs or expenses incurred by No Standing in connection with collecting payment from you, cleaning the Selected Merchandise, restoring the Collected Merchandise, or otherwise fixing the Selected Merchandise.
- Term and Termination.
(a) Term. The “Initial Term” of this Agreement shall commence on the Effective Date and continue until Selected Merchandise is back in possession of No Standing following the Two Weeks of the One Time Rental period, unless earlier terminated as set forth herein. This Agreement shall automatically renew on the 31st day following the Start Date of the Term and continuously every 31 days until the Merchandise is returned back to No Standing (“Renewal Terms”). If Merchandise is not returned back to No Standing after three months and you have not communicated with No Standing in any manner, No Standing may charge your Card the full purchase price for the Selected Merchandise. The first Renewal Term shall commence on the 32nd day after the Start Date of the Initial Term, and each consecutive 30 days thereafter, unless earlier terminated as set forth herein. The Initial Term and the Renewal Term shall be referred to as the “Term”.
(b) No Early Termination of the Initial Term. Except for your breach of this Agreement, this Agreement may not be terminated during the Initial Term.
(c) No Standing may terminate this Agreement at any time, for any or no reason, with immediate effect. If this Agreement is terminated by No Standing, you will be entitled to a refund, of any Fee actually paid by you for the remainder of the Month, after the Effective Date of termination.
(e) Suspension. In addition to No Standing’s termination rights as set forth herein, if you breach this Agreement, or No Standing believes or has reason to believe that you are likely to breach this Agreement, or that you have or are likely to damage a Merchandise, No Standing may suspend your access to Merchandise.
(f) Result of Termination. Except as specifically provided herein to the contrary, upon expiration or termination of this Agreement, your Rental Subscription will be terminated. Further, you must immediately return any Selected Merchandise, or other Merchandise you have in your possession, in compliance with the return procedure. You will pay all Fees accrued during the Term if not already collected.
- Governing Law/Resolution of Disputes. This Agreement shall be construed and interpreted pursuant to the laws of the State of New York without consideration to its choice of law provisions, and any claims arising hereunder shall be prosecuted therein.
In the interest of resolving disputes between you and No Standing in the most expedient and cost-effective manner, you and No Standing agree that ALL disputes arising out of or related to this Agreement or the Rental Agreement, whether based in tort, statute, fraud, contract, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these terms, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. This arbitration provision shall survive termination of this Agreement and any other contractual relationship between you and No Standing. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND NO STANDING ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Notwithstanding the paragraph above, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if such an action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
If you desire to assert a claim against No Standing, and you therefore elect to seek arbitration, you must first send to No Standing, by certified mail, a written Notice of your claim (“Notice”). The Notice to No Standing should be addressed to: No Standing NYC, LLC, 85 Leonard Street APT 1, NY NY, 10013, (“Notice Address”). If No Standing desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by No Standing, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If No Standing and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or No Standing may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by No Standing or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association (“AAA”) at www.adr.org. The arbitration will be governed by the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association, as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms, including this arbitration agreement. Any arbitration hearing will take place telephonically, unless an in-person hearing is requested by either party and such request is approved by the arbitrator. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. The arbitrator shall award reasonable fees to the prevailing party, unless such award would conflict with applicable law.
YOU AND NO STANDING AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and No Standing agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts in New York, New York.
- Conflicts. In the event of a conflict between this Agreement and any Additional Agreement, the terms and conditions of this Agreement shall govern.
- Remedies. In the event that either party should breach or violate any of its covenants, representations or warranties contained in this Agreement, or fail to perform any of its material obligations hereunder, the other party shall be entitled to exercise any rights or remedy available to it at law or in equity. Such rights and remedies shall include but shall not be limited to termination (as provided herein), damages and the right to seek injunctive relief. The exercise of any rights or remedies available to the non-breaching party shall not preclude the concurrent or subsequent exercise by it of any other right or remedy and all rights and remedies shall be cumulative.
- No Assignment. You acknowledge and agree that the rights granted herein are personal in nature and may not, in whole or in part, be transferred, delegated, or assigned by you without the prior written express consent of No Standing. In the event you assign this agreement to a third party with No Standing’s consent, you shall remain primarily liable for the performance of its obligations hereunder. Nothing herein shall prevent No Standing from assigning its rights or obligations under this Agreement.
- General Provisions.
(a) Entire Understanding. This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and may not be orally changed, altered, modified or amended in any respect.
(b) Final Agreement; Modification. This Agreement contains the complete, final, and exclusive integrated agreement between the parties with respect to its subject matter. This Agreement supersedes all other prior agreements, written or oral, relating to such subject matter, except for the Additional Agreements, which are incorporated. At any time and from time to time, and without your consent, No Standing may unilaterally amend, modify, or change this Agreement or any Additional Agreement, in its sole discretion and without any notice or cause. By continuing to use any Service after any amendment, modification, or change, you agree to be bound by all such amendments, modifications, and changes.
(c) No Waiver. No waiver by either party, whether expressed or implied, of any provision of this Agreement or of any breach or default of any party, shall constitute a continuing waiver of such provision or any other provisions of this Agreement, and no such waiver by any party shall prevent such party from acting upon the same or any subsequent default of any other part of any provisions of this Agreement.
(d) Relationship of Parties. This Agreement does not constitute and shall not be construed as constituting an agency, a partnership or joint venture between you and No Standing. Additionally, nothing contained herein shall be construed as to create between you and No Standing, the relationship of franchisor and franchisee. You shall have no right to obligate or bind No Standing in any manner whatsoever, nor shall No Standing have the right to obligate or bind you, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.
(e) Successors and Assigns. Without limiting anything herein to the contrary, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.
(f) Survival of Terms. All terms, conditions, obligations and provisions capable of surviving the termination or expiration of this Agreement shall so survive.
(g) Draftsmanship of Agreement. This writing is the result of the mutual effort of the parties and their respective counsel; therefore, the parties agree that neither party shall be considered the draftsman of this Agreement.
By placing an order for a Rental Subscription, you agree to this Agreement.
Happy Renting :)