*Effective date January 1st, 2021

Hello Lenders and welcome to RNTL!

This Terms of Service Agreement (the “Terms”) governs your use of the  SHOPRNTL.COM website and any other website of RNTL’s, its affiliates and agents (the “Website”), and any service, content and resources available or enabled via Website. 

PLEASE READ THESE TERMS CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND SHOPRNTL LLC. (“RNTL,” “WE,” “US” OR “OUR”).

Your use of the Website may be subject to any additional terms, conditions and policies that we separately post on the Website and any agreements that you separately execute with RNTL (“Supplemental Terms”), which are incorporated by reference into these Terms (together, the “Agreement”). To the extent there is any conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter thereof. 

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

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

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

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

DEFINED TERMS. 

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

HOW THE Website WORKS.  The Website facilitates connections between Renters and Lenders (the “Rental Services”). Each Item will be available at a time and for a duration as set forth in the Listing. RNTL’s responsibility to Users is limited to providing the Website.  

THE Website FACILITATES CONNECTIONS BETWEEN RENTERS AND LENDERS.  YOU AGREE THAT RNTL HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY RENTAL EXPERIENCE OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. ANY ITEMS ARE PROVIDED BY LENDERS AND NOT BY RNTL, AND RENTERS ACCEPT SUCH ITEMS AT EACH SUCH RENTER’S OWN RISK.
LENDERS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF RNTL. RNTL DOES NOT EMPLOY OR RETAIN LENDERS. RENTERS HEREBY ACKNOWLEDGE THAT RNTL DOES NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR THE ITEMS, BUT MAY MONITOR AND FACILITATE CERTAIN ASPECTS OF INTERACTIONS FACILITATED THROUGH THE Website. USE OF THE Website. The Website, and any parts thereof, are protected by copyright laws throughout the world. Subject to this Agreement, RNTL grants you the right to access and use the features and functionality of the Website, as well as a limited license to use the Website to offer or obtain Items. Unless otherwise specified by RNTL in a separate license, your right to use the Website is subject to this Agreement.

FEES AND PURCHASE TERMS.

Payment Terms for Lenders. 

1. Lender Fee. As Lender, you may be entitled to receive payment in connection with the Items you list on the Website known as (the “Lender Fee”. To be eligible for payment, (i) you must be designated as a verified Lender on the Website; and (ii) the Items you make available on the Website must be selected by Renters via the Website. Lender is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of the Lender Fee to Lender under this Agreement, and agrees to do so in a timely manner.
2. Payment Acceptance. As a Lender, you must provide a valid method of accepting payment (“Payment Acceptance Method”), such as a bank account. You must keep your Payment Acceptance Method current. If this information changes, we may update it using information and third-party sources available to us without any action on your part. If you do not want us to update your information, you may contact your issuer to request this or remove your Payment Acceptance Method from your Account. 

Payment Terms for Renters. 

Fees. Renter agrees to pay all fees associated with Renter’s Account (collectively “Fees”). You, as a Renter, will be responsible for paying any applicable taxes relating to your payments and will indemnify and hold harmless RNTL from any and all taxes, including sales tax, based on any payments made by you via the Website. RNTL does not make any representation or render any advice as to the potential tax implications of any payments made via the Website, and you should consult your tax professional with regard to the same. Except as otherwise set forth herein or agreed to by RNTL, all Fees paid by Renters are non-refundable. 

Late Fees. If you fail to return or are late in returning an Item, a late fee (“Late Fee”) may be charged to the Payment Method (defined below) you supplied in connection with the Website. You agree to pay such Late Fees, up to an amount not to exceed 100% of the replacement value of the Item. If you have not returned an Item within seven (7) days after the date such Item is due for return, your late return will be considered a non-return and RNTL will charge your Payment Method up to the amount it takes to replace the Item, less any Late Fees that you have already paid (but in addition to any rental Fees).

1. Third Party Payment Method. RNTL uses Stripe, Inc. (“Stripe”) as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By renting Items on the Website, you agree to be bound by the Stripe Privacy Policy: https://stripe.com/privacy, and hereby consent and authorize RNTL and Stripe to share any information and payment instructions you provide with third-party service provider(s) to the minimum extent required to complete your transactions. All information that you provide to us or to Stripe must be accurate, current, and complete. By renting Items on the Website, you authorize RNTL to charge your payment card (“Payment Method”) in accordance with this Section 5. We may place a hold on your Payment Method, in which case you will be notified of such hold at the time you initiate the rental of an Item on the Website. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD USED TO PAY ANY FEES. 
2. Promotions. Any promotions that provide premium access to the Website, discounted rentals, or credits toward your Account must be used within the specified time of the trial or promotion. At the end of the specified period, your use of that Website service will expire and any further use of such service is prohibited unless you pay all applicable fees. 

INDEMNIFICATION. You agree to indemnify and hold harmless RNTL, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “RNTL Parties”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a)  your use of, or inability to use, the Website; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any other Users; and (d) your violation of any applicable laws, rules or regulations. RNTL reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RNTL in asserting any available defenses. This provision does not require you to indemnify any of RNTL Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or Website provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement or your access to the Website.

DISCLAIMER OF WARRANTIES AND CONDITIONS.

As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE Website AND THE RENTAL SERVICES IS AT YOUR SOLE RISK, AND THE Website IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. RNTL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE Website.  

1. RNTL PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE Website OR RENTAL SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE Website IS ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE Website WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS ON THE Website WILL BE CORRECTED; (5) YOUR USE OF THE Website WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; (6) THE Website WILL BE COMPATIBLE WITH YOUR DEVICES; AND (7) THE ITEMS RENTED THROUGH THE Website WILL BE AUTHENTIC OR GENUINE. 
2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE Website IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE Website, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
3. THE Website MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  RNTL MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO Website, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF Website.

No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT RNTL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD RNTL PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE Website OR OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT RNTL PARTIES ARE NOT LIABLE FOR ANY ACTS OR OMISSIONS BY ANY HUB OR HUB PERSONNEL.

LENDER TERMS. If you are a Lender, the following terms of this Section apply to you:

Listings. RNTL has sole and absolute discretion to approve (or not approve) Items to be included in Lender Listings. Prior to posting a Listing, you may be asked a variety of questions about the listed Items, including, but not limited to, the location, size, brand, retail availability and description. Listings will be made publicly available via the Website. Renters will be able to rent your listed Items via the Website based upon the information provided in your Listing. Lender represents and warrants that any Listing and subsequent rental of Items through the Website will not breach any agreements Lender has entered into with any third parties.

The "Required Listing Period" for each Item begins on the date Lender lists the Item on the Website and ends 120 days thereafter, even if this Agreement has been terminated during that time by you or us. At any time after the Required Listing Period, and subject to this provision, Lender may request in writing that RNTL return the Item. Once RNTL receives your request, RNTL will use commercially reasonable efforts to remove the Item from the RNTL Website and return the Item to you within thirty (30) days after the scheduled rental period of that Item. It is your responsibility to pay for the return shipping and to ensure that RNTL has your most current contact information. If after the Required Listing Period, Lender does not notify RNTL of desire to have Item(s) returned, RNTL will continue to carry the Items on the Website until such request is received by RNTL. 

Return of Items by RNTL. If an Item remains unrented after the Required Listing Period, or in circumstances where RNTL determines that an Item is unlikely to generate sufficient further interest by Renters on the Website,  or if RNTL decides to withdraw the relevant Item from a Listing for any other reason, in all cases in our sole and absolute discretion, RNTL will notify the Lender of such withdrawal (a “Withdrawal Notice”). On receipt of that Withdrawal Notice, the Lender may, at Lender’s option and expense: (i) choose to retrieve the Item, or (ii) donate the Item to a charity of RNTL’s choice. RNTL will use commercially reasonable efforts to contact Lender with such Withdrawal Notice. If RNTL does not receive a response from Lender within thirty (30) days of such Withdrawal Notice, RNTL may dispose of the Item, or donate it to a charity chosen by RNTL.  

Exclusive Listing. In accordance with this Agreement, once Lender makes an Item available on the Website, Lender grants RNTL an exclusive right to display the Item, and rent the Item on RNTL’s Website pursuant to the terms of this Agreement. In other words, a Lender will not, directly or indirectly, cause or permit the Item to be used or sold, or to be available to be used or sold, via any other means or Website.  Lender maintains ownership of each Item at all times. 

Additional Terms. You acknowledge and agree that: 

1. RNTL in its sole discretion will determine the rental price for each Item.
2. RNTL in its sole discretion will decide which Items to list on the Website.
3. RNTL may offer additional discounts and promotions during the Required Listing Period, or at any other time that the Item remains available for rent on the Website, at its sole discretion and without notice to you, as a means to efficiently market and rent your Items. Such initiatives may affect your earnings.  
4. The placement and ranking of Listings in search results on the RNTL Website may vary and depend on a variety of factors, such as Renter search parameters and preferences, price and calendar availability, and number and quality of Images.

Damage. In the case of damage, RNTL shall have the right, but RNTL maintains no obligation, to repair, replace, or compensate Lender for the undisputed market value of the damaged, lost, or stolen Item. 

Repair: RNTL, in its sole and absolute discretion, will choose and compensate a qualified repair vendor to remedy any damages that exceed normal wear and tear. 

Replace: RNTL in its sole and absolute discretion will seek a suitable replacement for the affected Item by finding an item similar in brand, style, value, and condition, and will ship such item to Lender. 

Compensate for market value: RNTL in its sole and absolute discretion may elect to compensate Lender for the current market value of the Item, based on resale websites up to $500 USD per item and no more. Should Lender disagree with the determined value of the Item by RNTL, Lender may submit undisputed proof of purchase for said Item within 30 days from the date RNTL determined the Item damaged, lost, or stolen. RNTL in its sole and absolute discretion will determine if additional compensation will be provided. If no proof of purchase is available, any compensation for market value will be calculated as market value (up to $500 USD) less any Item rental earnings on the Website.

RNTL will not cover damages in connection with: (a) normal wear and tear, and Lender agrees and understands that Items will experience normal wear and tear as part of being rented on the Website; (b) incidents that may occur after the Listing period; or (c) reports of damages made by Lender more than two (2) days after Lender’s such Item is returned to the Lender.

1. Prohibited Items.  Lender hereby guarantees, represents, and warrants that Lender will not list any Items on the Website that are stolen, Fake or Counterfeit. An item is considered a “Fake” if it displays marks of a designer who did not design it and/or a manufacturer who did not make it. An item is “Counterfeit” if it is Fake with intention to deceive. If RNTL receives notice that, or if we determine in our sole discretion that, any Items listed on the Website may be Fake, Counterfeit, or stolen we may immediately remove any such Item(s) from the Website and/or report the associated Lender to law enforcement personnel.  
2. Neither this Agreement nor your performance under this Agreement shall create an association, partnership, joint venture or relationship of principal and agent, master and servant, or employer or employee, between RNTL and you, or between RNTL and your employees and agents.  You and RNTL each agree that you and your employees and agents (if applicable) will not receive any RNTL-sponsored benefits from RNTL where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation.   If you, your employees or agents (if applicable), are reclassified by a state or federal agency or court as RNTL’s employee, you, and your employees or agents, as applicable, will become a reclassified employee and will receive no benefits from RNTL, except those mandated by state or federal law, even if the terms of RNTL’s benefit plans or programs in effect at the time of such reclassification would otherwise render you, or your employees or agents as eligible for such benefits.  You acknowledge that it is your sole responsibility for complying with all federal, state and local tax filing and payment obligations that pertain to any remuneration received in connection with the Rental Services as processed by RNTL in connection with this Agreement, including your sole responsibility for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions and other obligations or benefits.  You acknowledge that RNTL is not rendering legal, tax or investment advice, nor is RNTL a fiduciary of yours.   Accordingly, you acknowledge that you may seek advice from an appropriate professional to comply with any and all applicable federal, state and local laws or ordinances. 
3. GENERAL PROVISIONS.
4. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without RNTL’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. RNTL shall have the right to freely assign this Agreement, in whole or in part, without your prior consent. 
5. Force Majeure. RNTL shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
6. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Website, please contact us at: hello@shoprntl.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
7. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, or in the event this Section 22.4 is held to be unenforceable for any reason, both you and RNTL agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York. 
8. Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
9. Notice. Where RNTL requires that you provide an e-mail address, you are responsible for providing RNTL with your most current e-mail address. In the event that the last e-mail address you provided to RNTL is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, RNTL’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to RNTL at the following: hello@shoprntl.com.
10. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
11. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.