Email: [email protected]
Call: (646) 580-7464
Visit our showroom at:
1 East 52nd St.
New York, NY 10022
Last updated: April 5, 2016
TERMS AND CONDITIONS OF USE
THESE TERMS AND CONDITIONS (“Agreement”) are made and entered into by and, between you (“you” or “your”) and ARMARIUM, INC., a Delaware corporation ("Armarium," the “Company, “we,” “us,” or “our”) with corporate offices at 1 East 52nd St, New York, NY 10022, establishing terms and conditions under which you will submit information to, and rent coveted, high-fashion pieces (each a “Piece” and collectively, “Pieces”) and receive related services “Services” from Armarium via our website (www.armarium.com) and mobile application (collectively, the “Application”) or rental of any Pieces from one of Our physical locations such as flagship stores or pop-up shops.
WHAT WE DO
Armarium provides a portal to a luxury retail styling concept where aspirational, socially active, fashion conscious users gain access to elite professional stylists and coveted high-fashion Pieces (on a rented basis), as defined herein. Through our Application, Clients will gain access to current season, select past season, and vintage clothing and accessories from top luxury houses (each a “Piece” and collectively the “Pieces”) on a rented basis and access to styling services by appointment. Our Services include, but are not limited to, the rental and sale of the Pieces.
OPENING YOUR ACCOUNT
We may ask you (as a “User”) for personal information when you register for Armarium in Order to create an account (“Account”). Creation of User Accounts are subject to certain specific terms and conditions as set forth below.
Misrepresentation. In the event that you misrepresent information about yourself, your Account is subject to suspension and cancellation without notice to you. We may terminate this Agreement in the event that you fail to pay us the correct price due for any Services and fail to remedy such outstanding payment within fifteen (15) days of a written request to do so and reserve the right to pursue any recourse against you, at law or equity. In the event that you misrepresent information with regard to the type of account applicable to you, your Account is subject to suspension and cancellation without notice to you. We may terminate this Agreement in the event that you fail to pay us the correct purchase, rental or subscription price due and fail to remedy such outstanding payment within fifteen (15) days of a written request to do so and reserve the right to pursue any recourse against you, at law or equity.
Account Information. You, as a User, must ensure that this information is accurate and current at all times. You shall not include in your online identity or Account anything that could potentially infringe anyone's rights or which is intended to confuse, or which is offensive, defamatory or otherwise inappropriate, as determined by us, in our sole and absolute discretion. We further reserve the right to change information in a User’s profile if we deem it is offensive, in our sole and absolute discretion. Users agree that they are each responsible for everything which is done on or through our Application through or in connection with their Account, while logged on as a User to our Application, or through their e-mail address(es). Users must ensure that the e-mail address we have on file is kept current and that you have full access to it. By using the Application you expressly consent to electronic communications. Please note that all important and legal notifications from us will be sent by electronic communication. In Order to create a User Account, you must certify that you are at least eighteen (18) years of age.
Eligibility Criteria. The availability of all or part of our Application may be limited based on demographic, geographic, health or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to Armarium or may terminate your subscription at any time based on these criteria. For example, you must be 18 years of age or older to use this Application, as further set forth below.
Subscribing Organizations. If you are using or opening an account on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to this Agreement; and agree to be bound by this Agreement on behalf of such Subscribing Organization.
Account Information. You agree that the information you provide to Armarium at registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account. You may close your Account at any time by following the instructions that will be updated from time to time on the application.
By posting, contributing, distributing, communicating or transmitting any content on the Application or in your User Account (“User Content”), a User expressly grants to us a non-exclusive, royalty-free, irrevocable license, including the right to grant sub-licenses, to use, reproduce, adapt and distribute that material worldwide through our Application and any other interactive Services through which we make our Application available. For the avoidance of doubt, the license granted under this paragraph will survive any termination of this Agreement or any cancellation, suspension or lapse of the relevant User Account. We may modify any material associated with a User or a User Account in order to conform it to our Application or the terms of this Agreement. You acknowledge that all copyright, trademarks, and other intellectual property rights in and relating to our Application or Armarium, Inc. are owned by, or licensed to, us. You may use and access our Application only to the extent required for the use of the Services in accordance with this Agreement, and for the purpose that we make them available. You are expressly prohibited from copying, distributing, showing in public or creating any derivative work from our Application, or any of the material found thereon unless properly licensed to do so by us. You also agree not to use any robot, spider, scraper or other automated means to access our Application for any purpose without our prior, express written permission.
Material posted, contributed, distributed, communicated, transmitted or linked-to by a User on, through or in connection with our Application or our Services is treated as User Content, as defined herein. We may treat anything done through a User Account, or by means of an e-mail address, phone number or other communications method associated with that User Account, as having been done by the User. Each User shall ensure its User Content does not:
include anything that is false, inaccurate, misleading, offensive, abusive, threatening or defamatory, or that is likely to cause needless annoyance, inconvenience or distress to any person;
contain any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
contravene any applicable law (including, without limitation, any criminal law) or regulation;
infringe the rights of any person or entity;
misrepresent the User’s identity in any way;
impose an unreasonable or disproportionately large load on our infrastructure or interfere with the proper working of our Application.
We are not responsible for User Content. We only provide the technical means, and a venue, for User Content to be accessed. We do not pre-screen User Content. Even though Users are prohibited from doing so, some may provide information, or otherwise behave, in a way that is unreliable, illegal, or in breach of a User's obligations under this Agreement. Therefore, you should exercise no lesser degree of caution in using the Services than you would when conducting similar activity offline. To the extent permitted by law, you release us, our agents, directors, officers, shareholders and employees from all liability arising out of or in connection with any User Content.
You acknowledge and agree that we may place limits on the rental or purchase of our Pieces, including but not limited to restricting Orders placed under a single customer account, payment card or billing or shipping address. We reserve the right to limit, cancel or prohibit any rentals or sales of Products for any reason, including but not limited to availability concerns. Moreover, currently, Armarium does not allow you to rent a Piece for a date which falls greater than three (3) months from the date of your Order.
RENTAL FEE; PAYMENT CARD AUTHORIZATIONS
The rental fee (“Rental Fee”) for the Pieces will be the total of the rental value, damage waiver charges and delivery charges, as listed on the invoice presented to you at check-out for your temporary rental of the Pieces (each an “Order”). When you place your rental Order for a Piece, you hereby authorize Armarium to charge your credit or debit card for the Rental Fee. Armarium will charge your credit or debit card the amount of the Rental Fee immediately upon your rental Order. Reservation of a Piece on the Application constitutes an Order for the rental of that Piece, regardless of how far in advance that Piece is reserved, which means your credit or debit card will be charged at the time the Piece is reserved. In addition, at the time of your rental Order for a Piece, you hereby authorize Armarium to pre-authorize and charge your credit or debit card for an additional amount equal to either (i) the full retail value of a present season Piece or (ii) seventy (70%) percent of the retail value of a past-season Piece (“Maximum Additional Charge”); provided that Armarium will only charge your credit or debit card for an amount greater than the Rental Fee as explicitly set forth herein. Pieces will be labeled as either present-season or past-season on our Application prior to your Rental. Rental Fees exclude all federal, state and local taxes, fees, customs, duties, levies and other governmental assessments, including but not limited to sales tax all of which shall be paid by you directly or, if paid by Armarium, shall be paid by you to Armarium in connection with your rental Order.
You may cancel your Order for a Piece subject to the following cancellation fees (“Cancellation Fee”): (i) for cancellations that are thirty (30) or more days in advance of your delivery date, Armarium does not charge a Cancellation Fee; (ii) for cancellations that are less than thirty (30) days in advance but more than fourteen (14) days in advance of your delivery date, you will not receive any refund, but you will receive a full credit to your Armarium account for the Rental Fee associated with the cancelled Order minus a fifty ($50.00) dollar Cancellation Fee; and (iii) if you cancel fourteen (14) or fewer days in advance of your delivery date, you will receive a partial credit to your Armarium account for the Rental Fee associated with the cancelled Order, minus a Cancellation Fee of One Hundred ($100.00). If the terms of our Application permit the purchase of a membership based program, you authorize us to continue your membership automatically, charged monthly to the payment method provided until you notify us in writing of your cancellation pursuant to this Agreement.
DELIVERY AND RETURN OF THE PIECES
Availability of Pieces. Your placement of an Order through our Application does not guarantee the availability of a Piece. In the event that a Piece becomes unavailable after the time your Order is placed or in the event that Armarium is unable to timely deliver a Piece as Ordered, we will use all reasonable efforts to promptly notify you of its unavailability and deliver a replacement Piece.
Delivery to you. We will deliver the Pieces you Ordered, including the specified size, color and design, on or before the date for which you Ordered them, except to the extent we informed you in connection with your Order that the specific Piece was not guaranteed. Pieces may appear different in color and style than the photos displayed on our Application. The limit to our obligation to you is either to timely delivery the Piece, as Ordered, or to refund the Rental Fee.
We require an adult signature to receive the package
Return of Unworn Pieces Due to Size. If your Piece does not fit you, then you may return the Piece to us within twenty-four (24) hours (excluding Sundays and holidays) of the date you received the Piece by contacting us via email or phone and returning the Piece in conformance with the return procedures set forth herein (a "Sizing Return"). We will then issue you a credit for the full Rental Fee (less delivery charges) of the Piece for a future rental by you, so long as the Piece, has not been worn, as determined in our sole discretion.
Additional Pieces and Spare Sizes. Should you be uncertain as to your size, we may, if we have an additional size available, permit you to (i) Order an additional size of the same Piece (“Spare Size”) or an additional Piece of a different style (“Additional Piece”) for the same days of the rental for which you rent the first size of that Piece. You acknowledge and agree that if you Order a Spare Size or an Additional Piece with your Rental, you may only wear one. The use of a Spare Size or Additional Piece is governed by the same terms and conditions continued herein, including but not limited to the charging of a damage waiver or Maximum Additional Fee per Piece. In such event, you will return both Pieces (including Spare Sizes and Additional Pieces, if any) together and for the Piece that is not worn, and after Armarium’s inspection of the unworn Piece, you will be refunded fifty (50%) of the Rental Fee for the unworn Piece, minus the damage waiver, shipping charges and sales tax. This Agreement applies to the rental of any additional Piece (Spare Size or Additional Piece) just as to any Piece, including without limitation to the requirements of this section; provided that (i) the credits described under “Sizing Returns” will not apply to a Piece or additional Piece unless both the Piece and the additional Piece are returned together in conformance with this Agreement; and (ii) no credit will be issued to you for the Spare Size or Additional Piece unless you were originally charged for it by Armarium. Armarium may discontinue the availability of Spare Sizes and Additional Pieces at any time. The rental of an additional Piece shall be considered the rental of an additional Piece for all intents and purposes. In this regard the term “Piece” shall include any and all additional Pieces rented pursuant to the terms hereof. The delivery, use and return of additional Pieces are governed by the same terms and conditions as the Pieces, including but not limited to our ability to charge late fees and non-return fees per Piece.
Discount on Spare Sizes and Additional Pieces. In the event that you rent a Spare Size or Additional Piece at the same time as your original Piece, Armarium may offer a discount of up to fifty (50%) percent on your Rental Fee, at its sole and absolute discretion.
DELIVERY; CLEAN AND READY TO WEAR
All deliveries will be made by Armarium’s delivery partners, which may change from time to time at Armarium’s discretion. The Pieces can be delivered to you until 8:00 pm on your rental start date, as set forth in your Order. The Pieces will be professionally cleaned and delivered ready to wear. We dry clean and inspect each Piece with the utmost care, but you acknowledge and agree that the use of the Piece is at your sole risk. Armarium shall not be held liable for any health-related issues, complaints or damages associated with a Piece rented from our Application.
Along with the delivery of the Piece(s), we will provide you with a pre-paid, pre-addressed shipping label as well as instructions for your use in returning the Pieces to Armarium ("Return Packaging"). After you have enjoyed your look, pack your items in the Return Packaging (clothes in garment bag, clutch in bubble wrap and jewelry in individual boxes), back in the original box. Use the stickers we provided to seal the box and affix the shipping label provided to the top of the box. Just drop off the Return Packaging at a FedEx location or call for a pick up before noon on the last day of your Rental. Your return must be postmarked by 12:00 PM on the fourth day of your Rental Period. If it is postmarked after 12:00 PM or any day after the fourth day of your borrowing period, you will be charged a late fee of Fifty ($50.00) Dollars per day.
RECEIPT OF PIECES
Upon delivery of the Piece(s), you bear full responsibility for each Piece you have rented. You acknowledge that a “Secure Shipping Address”, a location where an individual can physically receive a Piece(s), is highly recommended. In the event that an un-secure shipping address is provided, Armarium does not bear liability for Piece(s) left unattended. Furthermore, you acknowledge that providing anything other than a Secure Shipping Address may result in delivery delays and additional delivery fees for which Armarium will not be liable. You will be liable for all such delays and additional delivery fees.
DAMAGE DURING THE USE OF OUR PIECES
You agree to protect the Pieces from theft, destruction, damage or loss. You agree to treat the Pieces with great care as you are responsible for loss, destruction or damage to the Pieces due to theft, disappearance, fire, major stains or any other cause, other than “normal wear and tear”. We know that mistakes, like spills and small tears may occur in the ordinary course of wearing a dress, which is why we include a damage waiver fee in your Order. You acknowledge and agree that the damage waiver fee set forth on your Order covers you for “normal wear and tear” of the Piece. Normal wear and tear encompasses minor stains, rips, missing beads, stuck zippers or other minor, repairable damages. If you return a Piece that is damaged beyond normal wear and tear, then you agree that we shall charge you, and you shall pay, for the price for repairing or replacing the Product, as determined in our discretion, up to the Maximum Additional Charge plus the Rental Fee.
RETURN OF PIECES
You agree to return the Pieces to Armarium in the Return Packaging on or before the return date for the Pieces that are identified in the online invoice for your Order (“Return Date”). You may extend your Order for a Piece for an additional fee through our Application or by, provided that any extensions are subject to other Orders for that Piece and to pre-payment of the additional Rental Fee applicable to that Piece for the period of time of the extension. You must return the Piece by delivering the Piece in the Return Packaging to the specified carrier by 12:00 p.m. on or before the Return Date. Pieces are not currently available for rental outside of the United States.
If you return a Piece past the return delivery date set forth in your Order, a late fee of fifty ($50.00) dollars per day (“Late Fee”) will be charged to the credit or debit card you used to pay the Rental Fee or to any other credit or debit card included in your account information that you have provided to Armarium, and you agree to pay such late fees, up to an amount not to exceed the Maximum Additional Charge plus applicable sales tax (plus the Rental Fee). If any Piece of any Order is deemed late then the entire late fee is due and will not be prorated. In this regard, if your Order contains more than one Piece, all Pieces must be returned on the Return Date. The Late Fee shall apply to the entire Order and not each individual Piece. If you have not returned a Piece within twenty (20) days from the Return Date for the Piece, your late return will be considered a non-return and Armarium will charge your payment card the Maximum Additional Charge, less any late fees that you have already paid, plus applicable sales tax.
In the event a Piece is not returned pursuant to the terms hereof, Armarium will charge you for the amount equal to the Maximum Additional Charge plus the Rental Fee, in the aggregate, for any charges arising hereunder, excluding collection costs. For the avoidance of doubt, the limitations of this clause shall not apply to the Rental Fee, which is charged separately from, and in addition to, any other charges payable by you pursuant to this Agreement.
LOSS OF RETURN PACKAGING
If you lose the Return Packaging, you will be responsible for returning the item at your own cost and expense by the expected Return Date. In the event you return the Piece in return packaging other than that which is provided by Armarium, you must provide Armarium with all tracking information.
If you do not pay the amounts you owe to us when due or if you institute an unauthorized chargeback with your credit card provider, then we reserve the right to immediately institute collection procedures. You agree to pay our costs of collection, including without limitation reasonable attorneys' fees and court costs. You expressly acknowledge and agree that submission of any claim for sums due and owing is exempt from the mediation requirement set forth below. Armarium may proceed as necessary to collect sums past due and owing, in its sole discretion without further notice to you.
LIMITATION ON YOUR REMEDIES
Your sole and exclusive remedy and Armarium’s sole and exclusive liability for a breach of Armarium’s limited warranty shall be, at Armarium’s option, Armarium’s use of its commercially reasonable efforts to replace the non-conforming Pieces in a timely manner or a refund of your Rental Fee (excluding the damage waiver, applicable sales tax and delivery charges), as set forth above.
DISCLAIMERS; NO WARRANTIES
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREIN, THE SERVICES AND PIECES, ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR USE. SPECIFICALLY, BUT WITHOUT LIMITATION, ARMARIUM DOES NOT WARRANT THAT: (I) THE SERVICES, INCLUDING THE ARMARIUM CONTENT, ARE CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) DEFECTS WILL BE CORRECTED, (IV) THE SERVICES OR THE SERVER(S) THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) THE PIECES WILL BE FIT FOR YOUR INTENDED PURPOSE OR OTHERWISE ACCORD WITH YOUR EXPECTATIONS.
UNDER NO CIRCUMSTANCES SHALL ARMARIUM BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SERVICES AND/OR THE PIECES, EVEN IF ARMARIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE TO DISCONTINUE YOUR USE OF THE SERVICES AND TERMINATE THIS AGREEMENT.
INDEMNIFICATION; HOLD HARMLESS
To the fullest extent permitted by law, you agree to indemnify and hold Us harmless together with Our officers, directors, shareholders, employees, contractors, attorneys, agents and representatives from and against all claims, damages, losses and expenses of any kind including but not limited to attorney's fees, arising out of or resulting from your performance or obligations under this Agreement caused in whole or in part by an negligent act or omission, including but not limited to any violation of the terms of this Agreement. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity, which would otherwise exist as to any party or person, described herein. You further covenant to pay, in advance, for any and all expenses or disbursements of any nature (including all attorneys’ fees and costs) incurred by us or our representatives for any loss or damage suffered as a result of or in connection to, any claims, judgments, proceedings or claims established against us by any person in connection with anything done to fulfill the purposes and obligations under this Agreement or in the event any party brings an action against us based on your performance under this Agreement.
ACCOUNT AND RENTAL GUIDELINES
PRIVATE STYLING SERVICES
Armarium offers you unique, private styling experiences unlike any other. Users may book appointments with our stylists (“Stylist[s]”) through the Application at any time prior to your Rental or during the Rental Period. Stylist appointments are generally billed on a flat fee basis at check-out but additional hourly rates may apply (“Styling Fee”). The Rental of our Pieces through a Stylist appointment is governed by the same terms and conditions contained herein. All styling appointments are one (1) hour in duration. If you are late for your appointment by more than fifteen (15) minutes, we will do our best to accommodate you and extend your appointment, but we may have another appointment booked directly after and may not always be able to accommodate. If you miss your styling appointment or are late by more than fifteen (15) minutes, we may, at our discretion, charge you a fee of Fifty ($50.00) Dollars. If, for any reason, our Stylist is late, he or she will do their best to extend the time to a full hour, taking into account your particular schedule or deadline.
If your appointment time runs over, you agree to pay the hourly rate set forth in your Stylist booking, prorated for the extra time our Stylist spends with you. You may cancel an In-House Stylist appointment up to forty eight (48) hours in advance of the appointment and will receive a full credit for your pre-paid Stylist fee. However, if you cancel less than forty eight (48) hours in advance of the appointment, you will be charged the greater of Fifty ($50.00) Dollars or Fifty (50%) percent of the Styling Fee. You may cancel a Style Brigade Stylist appointment up to seventy-two (72) hours in advance of the appointment and will receive a full credit for your pre-paid Stylist fee. However, if you cancel less than seventy-two (72) hours in advance of the appointment, you will be charged the full Styling Fee.
You agree that if you book an appointment with our Stylist, the Rental of any Piece must take place directly through our Application. Fifty ($50.00) Dollars of your Styling Fee will go towards your Rental. If you do not find something to Rent during your Stylist appointment, you will receive a credit in your account for the Styling Fee for use at a later date. The credit may be used for the Rental of a Piece or a future Stylist appointment.
Currently we are unable to send inventory with our Stylists outside of New York City, but provide different types of styling appointments outside of New York City that will satisfy your styling needs:
CREATE YOUR LOOK: This is perfect prior to ordering Pieces from Armarium. A Stylist will come to your home or workplace, create a client profile, discuss your upcoming event and show you our look book. Your Stylist will measure you properly and make recommendations that would fit you best and look perfect for your event. It’s up to you how you want to spend your time with the Stylist, so take advantage of any time leftover and think about your event calendar for future engagements.
FINISH YOUR LOOK: This is perfect after you have ordered Pieces from Armarium. If you would like to schedule a Stylist during your Rental Period, they can come to your home or workplace and help complete your entire look with accessories, and even hair and makeup. If any alterations need to be made, they can pin you or recommend an experienced tailor in your area. Please remember that any and all alterations to our Pieces must be approved in writing by Armarium.
THE APPLICATION IS CURRENTLY NOT AVAILABLE TO PERSONS OUTSIDE THE UNITED STATES OR CANADA. THESE USER TERMS ARE ONLY APPLICABLE TO USERS IN THE UNITED STATES. SEPARATE TERMS APPLY TO USERS OUTSIDE OF THE UNITED STATES. THE APPLICATION IS NOT AVAILABLE TO ANY USERS SUSPENDED OR REMOVED FROM THE APPLICATION BY ARMARIUM. BY USING THE APPLICATION, YOU REPRESENT THAT YOU ARE A RESIDENT OF THE UNITED STATES, WHO HAS NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE APPLICATION. THOSE WHO CHOOSE TO ACCESS THE APPLICATION DO SO AT THEIR OWN INITIATIVE AND ARE REPSONSIBLE FOR COMPLIANCE WITH ALL LOCAL RULES INCLUDING, WITHOUT LIMITATION, RULES ABOUT THE INTERNET, DATA, EMAIL OR OTHER ELECTRONIC MESSAGES, OR PRIVACY.
AMENDMENTS TO OUR TERMS & CONDITIONS
We reserve the right to change this Agreement from time to time, and post the new version on our Application. The new version of this Agreement will take effect on (a) the date falling thirty (30) calendar days after the date of such posting (or such later date as we indicate in the relevant posting) if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you, or (b) immediately upon the date of posting or such later date as we indicate in the relevant posting if the changes are not capable of adversely affecting you, examples of which would include, without limitation: (i) changing the name of or the web address (www.armarium.com) that you use to access our Application, or (ii) the refinement of provisions that are already included or referred to in this Agreement. In either case, if you do not wish to be governed by the new version of this Agreement, you must send us a Termination Notice and immediately cease to use our Application. We shall not have any liability to you in such an event. In the event of a termination of this Agreement, your obligations to us hereunder shall survive, including but not limited to the payment of all fees and costs and the return of the Pieces.
OUR SERVICES; THIRD PARTY PRODUCTS
DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER
This Agreement includes an agreement to arbitrate Claims and an agreement that all Claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read the following terms carefully. You may opt out of the arbitration agreement by following the opt-out procedure described below.
you agree that in the event of any dispute between you and Armarium, you will first contact Armarium and make a good faith, sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation arbitration or any court action.
After the informal dispute resolution process any remaining dispute, controversy, or claim (each a “Claim”) relating in any way to your use of Armarium’s Services and/or Products, or relating in any way to Armarium’s communications with you, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Armarium. However, this arbitration agreement does not (a) govern any Claim by Armarium for infringement of its intellectual property or access to the Services that (including the Site and App) that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases.
IF YOU ARE AN INDIVIDUAL YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS OF THE FIRST OF THE DATE YOU ACCESS THIS SITE OR APP OR THE DATE YOU RECEIVE ANY SERVICES BY FOLLOWING THE PROCEDURE DESCRIBED BELOW.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Armarium are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive any termination of these Terms.
Although Armarium will undertake all efforts to resolve your dispute amicably, as you agree to do as well and without the need to engage in formal legal proceedings, if you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to Armarium, Inc., 1 East 52nd Street, New York, New York 10016. The arbitration shall be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA's Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA's Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA's rules are available at www.adr.org.
The number of arbitrators shall be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. New York law shall apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. If the arbitrator determines that your Claim is frivolous, we reserve the right to seek to recover our attorneys’ fees and costs from you. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence shall not apply to the Class Action Waiver, set forth below.
If you do not want to arbitrate disputes with Armarium and you are an individual, you may opt out of this arbitration agreement by sending an email to [email protected] within thirty (30) days of the first of the date you access the Application or the date you receive any Services.
CLASS ACTION WAIVER
Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). You expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.
If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, shall be null and void. 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 for any reason a claim proceeds in court rather than in arbitration, you and Armarium each waive any right to a jury trial.
Armarium makes no representation that the Services are appropriate or available for use outside the United States. Those who choose to access the Services or any part thereof from outside the United States do so at their own risk and are responsible for compliance with applicable local laws. The Services may contain references or cross references to products or services that are not available or approved by the appropriate regulatory authorities in your country. Such references do not imply that Armarium intends to announce or make available such products or services to the general public, or in your country. Contact Armarium at [email protected] to determine which products and services may be available to you.
The laws of the United States of America prohibit the export of certain software and data to particular persons, territories, and foreign states. You agree not to export the Services, the Pieces, the Application, including any proprietary content belonging to Armarium, or any part thereof, in any way, in violation of United States law.
GOVERNING LAW AND VENUE
This Agreement is governed and interpreted pursuant to the laws of the State of New York, notwithstanding any principles of conflicts of law. Any disputes in connection with these Terms that result in court action, in accordance with these Terms, will be resolved exclusively by a state or federal court located in New York County, New York, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non conveniens.
SEVERABILITY AND WAIVER
If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The failure of a party to require performance of any provision will not affect such party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
You may not assign or transfer these Terms or any of your rights or obligations under these Terms. Armarium may assign these Terms at any time without notice to you.
Armarium will not be liable for, or be considered to be in breach of these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond Armarium’s reasonable control.
Please send any questions or comments, or report violations of these Terms, to Armarium at [email protected] or Armarium, Inc., Attn: Customer Service, 1 East 52nd Street, New York, NY 10016.