TERMS OF SERVICE

Last updated: 2022-05-19

Acceptance of the Platform Terms of Use.

These Terms of Service (the “Terms”) are a binding legal agreement between you and No Closet Inc. (“No Closet”, “we”, “us”, “our”). The Terms govern your access to and use of our website, our mobile applications and other services offered by us (collectively the “Platform”). By using the Platform or by clicking to accept the Terms, you accept and agree to be bound and comply with these Terms and our privacy policy, found at https://nocloset.com/privacy.html (the “Privacy Policy”). If you do not agree to these Terms or the Privacy Policy, you must cease using this Platform immediately.

The Platform is intended for and directed to individuals over the age of 18 years. If you are under the age of 18 years and wish to use the Platform, you will need a parent or guardian who is over the age of 18 years to create an account and rent or lend clothing on your behalf.

Our Platform

The Platform provides an online clothing rental platform which enables users (“Lenders”) to list, rent and sell their clothing to other users (“Renters”). All clothing rentals and sales constitute a contract between Lenders and Renters. No Closet does not offer any clothing rentals or sales on the Platform, is not an agent of the Lender and is not a party to any transaction between a Lender and Renter.

RENTER TERMS

Renters may create an account to rent or purchase clothing from Lenders. The terms and provisions under the heading “RENTER TERMS” apply to Renters.

Rentals

You may use your account to rent clothing from Lenders. You may request a rental from the Lender through the Platform and the Lender may then accept or reject your request. Rental requests may only be modified until the request is accepted by the Lender. Once accepted, rentals can only be cancelled in accordance with the cancellation terms below.

All clothing listings are placed by third party Lenders and clothing rentals are transactions between you and the Lender. No Closet does not verify or guarantee the accuracy of any clothing listing. You agree that No Closet is not responsible if you are unsatisfied with your rental for any reason, including the fit or accuracy of the listing.

During the rental process, you must communicate with Lenders exclusively through the Platform. This requirement is for the protection of all users. If you have any issues with a Lender during the rental process, you may report the issue to us through the Platform.

You are responsible for returning the clothing to the Lender at the end of the rental at a time and place agreed to by you and the Lender. If you fail to return the clothing at the agreed upon time and place, you will be charged a late fee of double the daily rental cost of the item, each day, up to a maximum of the total replacement cost of the item, which amount we may be determine in our sole discretion. If you are unable to return the clothing because the Lender failed to attend at the agreed upon time and place, you are still responsible for returning the clothing at another time and place agreed upon between you and the Lender, but will not be charged a late fee.

Damage and Damage Deposit

You are responsible for any loss or damage caused to clothing which you rent. Upon acceptance by a Lender of your rental, you authorize us to place a hold on your credit card for a damage deposit. The amount of the damage deposit will be provided to you during the rental request process. You further authorize us to renew this hold every 7 days until the expiry of the 7-day period following the date the rented clothing is returned.

In the event of any claim by a Lender that the item of clothing which you rented was lost or damaged by you (a “Damage Claim”), you hereby authorize us to charge your credit card for the repair or replacement cost of the clothing (the “Damage Amount”). We will, in our sole discretion, determine the Damage Amount, which will be final and binding upon you. Notwithstanding the foregoing, the Damage Amount will not exceed the replacement cost of the clothing. Until we determine the Damage Amount, you authorize us to continue to place a hold on your credit card.

You release and hold harmless No Closet and its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors and assigns from any and all claims resulting from any action taken by No Closet and any of the foregoing parties relating to any action which we take in connection with a damage claim involving clothing which you rented.

Rental Fees

Once your rental request has been accepted by the Lender, your credit card will be charged for the total amount of fees payable by you in connection with the rental plus a 15% service fee on the total rental price which is payable to us plus applicable taxes (the “Rental Cost”). As described above, a hold for the damage deposit will also be placed on your card. We may modify the amount of the service fee from time to time by providing notice to you.

Payment Issues

If, for any reason, we are unable to charge your credit card for any amount which you must pay to us in accordance with these Terms, you are responsible for paying any amount due to us within five (5) days of us sending you a written request for payment. If you fail to pay any amounts within this five (5) day period, interest will accrue on the unpaid amounts at the rate of 18% per annum, charged daily and compounded monthly, and you will be responsible for reimbursing us for any reasonable legal or collections expenses which we may incur. We may exercise any rights and remedies which we may have in law to collect this amount.

Cancellations

If a rental has not been accepted by the Lender, you may cancel the rental at any time. If a rental has been accepted by the Lender, you may cancel the rental, but may be charged as follows:

If the rental was placed more than 7 days prior to the pickup date, you may cancel the rental (a) up to 7 days prior to the pickup date without any charge; (b) between 7 days and 48 hours prior to the pickup time, but you will be charged 50% of the Rental Cost; or (c) within 48 hours of the pickup time, but you will be charged the full amount of the Rental Cost.
If the rental was placed between 48 hours prior to the pickup time and 7 days prior to the pickup date, you may cancel the rental (a) within 24 hours of placing the rental or up to 48 hours prior to the pickup time, whichever occurs first, without any charge; (b) after 24 hours of placing the order, but before 48 hours from the pick up time, but you will be charged 50%of the Rental Cost; or (c) within 48 hours of the pickup time, but you will be charged the full amount of the Rental Cost.
If the rental was placed within 48 hours of the pickup time, you may cancel the rental, but you will be charged the full amount of the Rental Cost.

Renter Responsibilities

You are responsible for and hereby understand and agree to the following:

You must verify that clothing meets your requirements before requesting the rental.
You understand that No Closet is not involved with and does not provide any warranty for any transaction between you and a Lender.
You will abide by any restrictions and follow any instructions in connection with the use of the clothing in the applicable listing or which you agreed to with a Lender.
You will not clean the clothing.
You will not alter the clothing without the express written consent of the Lender. This includes pinning clothing or affixing accessories to the clothing.
You must return clothing in the same condition as you received it.
You must document any damage or similar issues with the clothing at the time of pickup by adding notes or pictures to the Platform.
You must not rent clothing unless you have sufficient funds available on your credit card for the full replacement cost of the clothing.
You will accept as final any Damage Amount which we have determined for any Damage Claim submitting by a Lender for clothing which you rented.

Purchases of Clothing

You may also purchase clothing that is listed by Lenders for resale on the Platform. Your credit card will be charged all fees presented to you at the time of purchase, including the cost of the clothing, shipping charges and our fee of 15% of the total purchase price plus applicable taxes.

You understand and agree that Lender is solely responsible for shipping clothing which you have purchased to you and for determining the amount of shipping charges, if any.

You are only entitled to a refund for purchased clothing if it is unwashed and unworn by you and either (a) you received an item of clothing which is different than the item you purchased; (b) the item of clothing is damaged and the damage was not disclosed in the listing; or (c) the Lender agrees to accept a return. In all other cases, all sales are final.

LENDER TERMS

Lenders may create an account to list or sell their clothing to Renters. The terms and provisions under the heading “LENDER TERMS” apply to Lenders.

Banking

In order to list clothing for rent or sale on the Platform, you must first provide your banking information. Payments are processed using our third party payment processor, Stripe. By providing your banking information, you will be subject to the Stripe Connected Account Agreement which is accessible here: https://stripe.com/en-gb-ca/connect-account/legal.

Listings

In your clothing listings, you must provide a clearly written, fair and accurate description of the clothing item. If the item of clothing has any defect or damage, you will provide a notice of the defect or damage in the listing.

Rentals

During the rental process, you must communicate with Renters exclusively through the Platform. This requirement is for the protection of all users.

If you would like to accept a rental request, you must do so within 24 hours where the pickup date is within 7 days or within 48 hours where the pickup date is more than 7 days from the date of the request. If you do not accept the request within the applicable time period, the request will be cancelled.

Following the return of the rental, you must leave a review of the Renter and update the status of the clothing item as “returned” through your account.

Damage Claims

If your clothing item was damaged or not returned by a Renter, you may submit a Damage Claim to us through the Platform. Damage Claims must be submitted at the time the clothing item is returned to you before you update the status of the rental to “closed”.

You must provide us with adequate documentation and “before and after” photographs to support your Damage Claim.

Following receipt of your Damage Claim we will, in our sole discretion, determine the Damage Amount (as defined above), if any, to which you are entitled.

We may refuse to approve your Damage Claim if you updated the status of the clothing rental as “closed” your account or if you otherwise fail to comply with the requirement of these Terms related to Damage Claims. You agree that the Damage Amount will be final and binding upon you.

You release and hold harmless No Closet and its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors and assigns from any and all claims resulting from any action taken by No Closet and any of the foregoing parties relating to any damage claims submitted by you.

Sales of Clothing

If you sell any clothing through the Platform, you agree to abide by any terms and conditions of sale that you include in the clothing item's listing.

You may choose your method of shipping, provided that you must use a reputable courier or postal service. We recommend that you use a shipping option that includes tracking.

You assume the risk of loss of all clothing sold through the Platform until delivered to the Renter.

Fees and Payments

Subject to the following paragraph, you will receive the total amount of the listing fee, less our service fee of 5% of the total price of the rental or sale plus applicable taxes, within approximately 5 to 7 business days from the date you have marked a rental item as returned through your account or from the date you sold an item. We may modify the amount of the service fee from time to time by providing notice to you.

We have the right, in our sole discretion, to refund all or part of any amount paid by a Renter for a clothing rental or purchase if we determine that you have violated any of these Terms.

You are solely responsible for determining and fulfilling your obligations under applicable law to report, collect, remit, or include in your price any applicable taxes which you are required to charge in connection with the rental or sale of any clothing.

Cancellations

If a Renter cancels a rental, you may be entitled to fees in connection with the rental in accordance with the Renter cancellation terms above. You may not cancel a rental which you have accepted. If you do so, we may publish a review indicating that you have cancelled a rental. In addition, if you have cancelled a rental on more than one occasion or you fail to meet with a Renter at an agreed upon meeting time and place, we may, in our sole discretion, terminate or suspend your account or access to the Platform.

Lender Representations, Warranties and Covenants

You hereby represent, warrant and covenant that:

You have the legal right to list any clothing which you list on the Platform.
You understand that No Closet is not involved with and does not provide any warranty for any transaction between you and a Renter.
You will not list any counterfeit items of clothing on the Platform.
You will ensure clothing is properly cleaned prior to each rental or sale.
You will not direct or solicit Renters to rent or purchase clothing from you outside of the Platform or through a competitive service.
You will not accept payments from Renters for rentals or sales of clothing through the Platform outside of the Platform.
You will inspect clothing for any damage immediately upon return by a Renter.
You will ensure that your profile is accurate and up-to-date.
You will accept as final any Damage Amount which we have determined for any Damage Claim submitting by you.

GENERAL TERMS

Your Safety

For your safety and the safety of other users, No Closet will verify your identity and the identity of other users before clothing can be listed or rented on the Platform. We use a third party verification service, Jumio, to conduct the verification.

Although we verify identifies for user safety, you are still responsible for your own safety. When meeting with other users, you must exercise caution and common sense to protect your personal safety and property, just as you do when interacting with persons who you do not know. We recommend meeting in a public place.

We may, in our sole discretion, place restrictions on the clothing that may be rented. For example, we may not permit Renters to rent clothing in excess of a certain value until they have placed a certain number of rentals or received a certain number of reviews from Lenders.

You agree to comply with all federal, provincial and local laws and guidelines related to COVID- 19, as well as any COVID-19 guidelines which we may publish on the Platform.

Modifications to the Terms of Use and to the Platform

We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these modifications.

The information and material on this Platform, and the Platform, may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to users or unavailable at any time or for any period.

Your Account and Security

It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete.

As described above, you will be required to verify your identity before listing or renting any clothing on the Platform.

Any username and password chosen by you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Platform or portions of it using your username or password or other security information. You agree to notify us immediately of any unauthorized access to or use of your account or any other breach of security. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account in our sole discretion for any, including for any violation of any provision of these Terms.

You are prohibited from attempting to circumvent and from violating the security of this Platform, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting our ability to monitor the Platform; (f) using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (i) otherwise attempting to interfere with the proper working of the Platform.

Intellectual Property Rights and Ownership

You understand and agree that the Platform and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by No Closet, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The “No Closet” name and logo and all related names, logos, product and service names, designs, images and slogans are trademarks of No Closet or its affiliates or licensors. You must not use such marks without the prior written permission of No Closet. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on this Platform are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of applicable law and could subject the infringer to legal action.

Users are not permitted to modify copies of any materials from this Platform nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Platform.

Nothing in these Terms grants you any rights in the Platform other than as necessary to enable you to access the Platform. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, in any form or medium whatsoever except as permitted by us under these Terms or as expressly provided under applicable law. Any use of the Platform not expressly permitted by these Terms or under applicable law is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

Copyright Notices

If you believe your copyright has been infringed on the Platform, you may contact us at the email address below.

User Content

As a condition of your access and use, you agree that you may use the Platform only for lawful purposes and in accordance with these Terms.

The following content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, "submit") to the Platform, to other users or other persons (collectively, "User Content"). For greater certainty, User Content includes, but is not limited to, clothing listings, user reviews and messages which are placed on the Platform. To the extent applicable, the following content standards also apply to your conduct when you are interacting in person with other users, such as when you meet with them to exchange or return clothing.

Without limiting the foregoing, you warrant and agree that your use of the Platform, any User Content and conduct when interacting with other users shall not:

In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
In any manner violate the terms of use of any third-party website that is linked to the Platform, including but not limited to, any third-party identity verification service, payment processor and social media website.
Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, disparaging, offensive, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in No Closet's sole discretion.
Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable law.
Involve, provide or contribute any false, inaccurate or misleading information.
Impersonate or attempt to impersonate No Closet, a No Closet employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm No Closet or users of the Platform or expose them to liability.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

Review Guidelines

We encourage users to post reviews about their experiences with other users. However, reviews must comply with these Terms. Without limiting the User Content restrictions set out in the previous section, you must ensure that any review which you submit:

does not disclose any personal information about another user, including any information which may be used to identify or contact another user;
does not involve any manipulation of reviews, for example, posting a positive review in exchange for another review or some other benefit.

User Content: Grant of Licence

None of the User Content you submit to the Platform will be subject to any confidentiality by No Closet. By providing any User Content to the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Content. For greater certainty, the previous provision permits us to, among other things, publish your clothing listings and other User Content on social media or on our advertising and marketing materials.

By submitting the User Content, you declare and warrant that you own or have the necessary rights to submit the User Content and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns to the User Content and comply with these Terms. You represent and warrant that all User Content comply with applicable laws and regulations and these Terms.

You understand and agree that you, not No Closet nor No Closet's directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors or assigns, are fully responsible for any User Content you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Content submitted by you or any other user of the Platform.

Monitoring and Enforcement, Suspension and Termination.

No Closet has the right, without provision of notice to:

Remove or refuse to post on the Platform any User Content for any reason in our sole discretion.
At all times, take such actions with respect to any User Content deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms.
Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.
Terminate or suspend your account or access to all or part of the Platform for any reason, including, without limitation, any violation of these Terms.

We have no obligation, nor any responsibility to any party to monitor the Platform or its use, and do not and cannot undertake to review listings or other content that you or other users submit to the Platform. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

No Reliance

The content on our Platform is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our Platform.

Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date. Your use of the Platform is at your own risk and neither No Closet nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns have any responsibility or liability whatsoever for your use of this Platform.

This Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by No Closet, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of No Closet. Neither No Closet nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

Third Party Websites

For your convenience, this Platform may provide links to third-party websites or mobile applications. We make no representations about any other websites or mobile applications that may be accessed from this Platform. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

Release

You release and hold harmless No Closet, including its officers, directors, employees, consultants, representatives, agents, successors and assigns from and against any claim, cause of action or demand of any nature whatsoever arising from your use of the Platform, including in connection with any dispute which you may have with another user of the Platform.

Disclaimer of Warranties

You understand and agree that your use of the Platform, its content, and any services or items found or attained through the Platform is at your own risk. The Platform, its content, and any services or items found or attained through the Platform are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non- infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

We do not make any warranty, representation or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency or availability of the Platform or its contents. You are solely and entirely responsible for your use of the Platform and your computer, internet and data security.

Limitation on Liability

Except where such exclusions are prohibited by law, under no circumstance will No Closet nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, damages of any kind, under any legal theory, including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, breach of privacy or otherwise, even if the party was allegedly advised or had reason to know, arising out of or in connection with (a) these Terms; (b) your use, or inability to use, or reliance on, the Platform (including any content); (c) posting a listing or renting, purchasing or selling clothing through the Platform, even if we were advised of the possibility of such damage or otherwise had reason to know.

If, notwithstanding the previous paragraph, we are found liable to you, under no circumstances shall our aggregate liability to you for any and all claims arising from your use of the Platform exceed the greater of (a) the total amount of service fees which you paid to us in the 12 months prior to the action giving rise to liability, and (b) One Hundred Canadian Dollars ($100.00 CAD).

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless No Closet, its directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable lawyers’ fees) arising out of or relating to your breach of these Terms or your use of the Platform, including, but not limited to, your User Content, any of your tax obligations, third-party sites, any use of the Platform's content, services, and products other than as expressly authorized in these Terms.

Dispute Resolution and Arbitration

Except to the extent prohibited by applicable law, in the event of any controversy, claim, action or dispute arising out of or related to the Platform, or the breach, enforcement, interpretation, or validity of these Terms or any part of it ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent to us at the email address specified below and to you at the email address associated with your account. To the maximum extent permitted by law, both you and No Closet agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration against the other party

Except to the extent prohibited by applicable law, if you and No Closet are unable to resolve the Dispute, the Dispute shall be determined exclusively by binding arbitration.

The arbitration shall be conducted in the City of Toronto by a single arbitrator. The arbitration shall be resolved using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The parties shall be responsible for their own legal costs and shall share the costs of the arbitration equally, subject to an award of the arbitrator to the contrary.

Governing Law and Jurisdiction

These Terms shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to any conflict of law provisions and notwithstanding your domicile, residence or physical location.

Subject to the dispute resolution and arbitration provision, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding which may arise out of, or in connection with, the Platform or these Terms. You agree not to commence any such action or proceeding except in Toronto, Ontario, Canada.

Notice

Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing and sent to our contact address at info@nocloset.com and all notices from us to you will be displayed on our Platform from to time or sent to you at the email address associated with your account.

Waiver

No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Severability

If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

No Assignment

You may not assign, sub-license or otherwise transfer any of your rights and obligations in these Terms to any other person.

Entire Agreement

The Terms and our Privacy Policy constitute the sole and entire agreement between you and No Closet regarding the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Residents of Quebec / Résidents du Québec

The parties acknowledge that they have required that these Terms and all related documents be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

Contact

Should you have any questions regarding these Terms, you may contact us at: info@nocloset.com