UPDATED AS OF OCTOBER 9, 2020
In some instances, these Terms will co-exist with other and other terms or agreements, including any applicable Artwork Rental Agreement may relate to Services (altogether “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control with respect to the specific Artwork unless they expressly state otherwise. Parlor reserves the right to modify these Terms at any time at our sole discretion without prior notice to you, and any modifications will apply to Services from that date going forward. All capitalized terms used in these Terms will be as used as set forth in the Definitions section below unless other defined herein.
“Artwork,” means those works of art displayed on the Website for the purpose of being offered to be rented or sold to you in accordance with the Terms and Additional Terms.
“Artwork Rental Agreement” means that lease agreement between you and Parlor containing specific terms relating to the rental of Artwork, including the Rental Period, Monthly Fee, Purchase Price, Purchase Option among other terms.
“Checkout” refers to the process of providing information regarding address, payment information, and acceptance of this Artwork Rental Agreement for purposes of completing your Order.
“Delivery Zone” means New York City, including all five (5) boroughs
“Monthly Fees” means those amounts payable monthly pursuant to any Artwork Rental Agreement.
“Order” means Your confirmed order to rent Artwork from Parlor pending execution of any Artwork Rental Agreement.
“Owner” means the person or entity that owns or controls Artwork and has loaned it to Parlor.
“Payment Method” means that credit card, debit card or account withdrawal information that you provide to Parlor in connection with an Order and/or Artwork Rental Agreement.
“Premises” means the address where you will take delivery and install Artwork in the Delivery Zone.
“Purchase Option” means the right under any Artwork Rental Agreement to purchase Artwork for the Purchase Price
“Purchase Price” means that price to purchase Artwork set forth in any applicable Artwork Rental Agreement.
“Rental Period”, means a period of three (3) to twelve (12) months beginning the day Artwork is delivered to you.
“Third Party Payment Processor” means Stripe, or such other third party processor that we may use in connection with Payment Methods or other credit information.
“Website” means the location and Content operated by Parlor at the URL www.getparlor.com through which You will access and use the Services.
USE OF SERVICE
Parlor will undertake commercially reasonable efforts to provide the Services. Notwithstanding the foregoing, we reserve the right to suspend your access to Services: (i) for scheduled or emergency maintenance; or (ii) in the event you are in breach of these Terms, any Additional Agreements or are in default of your obligations to pay any amounts due to Parlor hereunder.
The Service contains: (i) materials and other content relating to Artwork, similar items from other third parties, including all images, photographs, pricing, content concerning artists, articles, posts, text, data, files, designs, copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress and service marks; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Service and the Content is the property of Parlor or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
Parlor may suspend or terminate the availability of the Service and Content, in whole or in part, to any individual user or all users, for any reason in Parlor’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Service, or upon notice from Parlor, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Content.
While Parlor strives to continuously update the Website, we may not be aware that Artwork has been made unavailable for rental for any reason. Accordingly, all Orders are subject to availability, and where Parlor is unable to fulfill your Order, we will attempt to find you a similar substitution, or cancel the Order and refund any payments collected.
The Services and any Artwork that you may rent or buy in connection herewith, are for your personal use only and you are not permitted to use Services or Artwork for any commercial purpose, including offering Artwork for rent or sale while in your possession. You may not use the Service unless you are at least eighteen (18) years old. Additionally, you may not: (i) use the Service or Content for any political purpose; (ii) use the Service in a manner that undermines the Service or competes with the Service in any manner; (iii) engage in any activity in connection with the Service or Content that is unlawful, harmful, threatening, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to Parlor; (iv) attempt to harvest or scrape any information from the Service or Content; (v) reverse engineer or modify the Service or Content; (v) interfere with the proper operation of or any security measure used by the Service or Content; or (vi) otherwise violate these Terms or any applicable Additional Terms.
The Services are operated in the United States. If you choose to access Services from locations outside the United States, you do so at their own initiative and are responsible for compliance with applicable local laws. You further agree that you will not make any claim, assertion, argument or complaint against Parlor based upon any our failure to comply with any rules, regulations or laws outside the United States.
SETTING UP AN ACCOUNT
In order to make use of Services and select and apply for the rental of Artwork, you will be required to create an account, including providing your name, address or other personal information and choosing a username and a password. In connection with your account, You agree to: (i) provide true, accurate and current information; (ii) maintain and update this information to keep it true, accurate, current, and complete; (iii) protect and prevent unauthorized access thereto; (iv) not transfer or share your account with any third party; and (v) immediately notify us of any suspected or actual unauthorized use of your account. You are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.
SELECTION OF ARTWORK; CHECKOUT
Once you have set up an account, you may select Artwork and your desired Rental Period and commence Checkout. This process may include: (i) supplying valid credit card or debit card account information for your Payment Method; (ii) providing payment information to us or to our Third Party Payment Processor for credit or background checks; (iii) reviewing information or documentation concerning your credit; and (iv) committing to an Order. If Parlor, or its Third Party Payment Processor, determines that your application does not meet our standards, we reserve the right in our sole discretion, not to proceed with the Artwork rental.
Upon the approval of Order, you will receive an email confirming your Order. Once an Order is confirmed, it may not be canceled or modified unless authorized by Parlor in writing. While Parlor strives to update and keep current the Website, we do not own or control the Artwork on our Website, and we may not be aware that Artwork has been made unavailable for rental for any reason. Accordingly, all Orders are subject to availability, and if Parlor is unable to fulfill your Order, we will attempt to find you a comparable piece, or, at your sole option, cancel your Order with no liability to you.
ARTWORK RENTAL AGREEMENT
For each Order, you will be required to execute an Artwork Rental Agreement. Parlor will send this agreement to you through e-mail, and you will have ten (10) days from the date thereof to execute and return to Parlor the Artwork Rental Agreement. If, for any reason, you do not execute the Artwork Rental Agreement within the ten (10) day period and have not been granted a written extension by Parlor, we will cancel the Order.
In connection with every Order and Artwork Rental Agreement, you will be required to provide a Payment Method. You represent and warrant that you are an authorized user for the Payment Method. You further agree and covenant that you will promptly update all information to keep your Account and Payment Method current, complete and accurate (e.g., change in billing address, credit card number, or credit card expiration date) and that you will promptly notify us if your Payment Method is canceled or if you become aware of a potential breach of security. In connection with any Order and /or Artwork Rental Agreement, you agree that Parlor is authorized to: (a) store your Payment Method; (b) calculate taxes payable based upon your delivery address; (c) charge your Payment Method the Monthly Fee under your Artwork Rental Agreement; and (d) any additional amounts authorized under such agreement. Your first Monthly Fee will be charged to your Payment Method on the first day of your Rental Period. Monthly Fees are non-refundable and Artwork Rental Agreements are subject to a fee if canceled. You acknowledge and agree that any payment method and related billing and payment information that You provide to Parlor may be shared by Parlor with companies who work on our behalf. The processing of payments will be subject to the terms, conditions and privacy policies of the Third Party Payment Processor in addition to Terms. Parlor is not responsible for any error by the Payment Processor.
If you fail to pay any amounts due to us in connection with Services, these Terms or any Additional Terms, we may proceed with collection efforts against you, and in such event, you agree to pay our costs of collection, including without limitation, reasonable attorneys’ fees. Any amounts not paid when due shall bear interest at the rate of one- and one-half percent (1.5%) per month, or the maximum legal rate, if less.
It is understood that an Artwork Rental Agreement is not a conditional sale or financing agreement and does not confer any right to title or ownership of Artwork to you, unless and until you exercise the Purpose Option and a sale is closed. You will be required under any Artwork Rental Agreement to keep Artwork free and clear of all debt, attachments, liens, security interests and/or encumbrances, and you are prohibited from taking any action that impairs or burdens the clear title or value of the Artwork during any Rental Period. You may not rent or sell, or enter into any commitments to rent or sell, Artwork during any Rental Period.
DELIVERY; INSTALLATION AND PICK-UP
The delivery, installation and pick up of Artwork from your Premises is included in your Monthly Fee. In connection therewith, you hereby expressly grant Parlor permission to enter and access your Premises for the purposes of such delivery and installation, and following the expiration or termination of any Rental Period, for the purposes of picking up Artwork, including in the event of any default by you for any payment under your Artwork Rental Agreement, in which case you expressly permit Parlor to enter your Premises for the purpose of re-possessing Artwork. In connection with delivery, you will be required to sign an Initial Condition Report confirming the condition of the Artwork at the time of delivery. You agree that once Artwork is delivered and installed at your Premises you will not uninstall, reinstall, relocate or move it during the Rental Period. If you are required, for any reason, to move the Artwork from the Premises during the Rental Period, you must advise Parlor of such fact in writing no less than thirty (30) days prior to the proposed relocation, and if the new Premises is within the Parlor Delivery Zone, Parlor will agree to pick up the Artwork from the former Premises and deliver it to the new Premises for a flat fee of One Hundred and Fifty Dollars ($150.00). If the proposed re-location is not permissible hereunder, Parlor will agree to collect the Artwork at no additional costs to you, however, you will still be responsible for your obligations under any Artwork Rental Agreement, including the payment of Monthly Fees through the Rental Period.
LOSS OR DAMAGE OF ARTWORK
You are responsible for maintaining Artwork in good condition during the Rental Period. The Artwork shall be maintained in the Initial Condition Report, and You agree to take such steps as will be necessary to protect Artwork from dirt and damage, and preserve Artwork in the same condition as set forth in the Initial Condition Report. Specifically, Artwork must not be unframed or removed from mats or mounts for any purpose whatsoever, or cleaned, repaired, retouched, or altered in any way. Further to the foregoing, you will be held liable for damage or loss to Artwork in the event that you fail to take reasonable care of Artwork and your negligent or intentional acts contribute to the loss of or damage to Artwork. In the event of a loss or claim relating to Artwork, including a total loss or claim due to fire, water, theft, vandalism or such other circumstance, you agree that you will cooperate fully and completely with any investigation or claim relating to Artwork, including any such investigation or claim conducted by Parlor, its insurance carrier or any independent investigator as the case may be.
In connection with any Artwork Loan Agreement, you will have the right to exercise the Purchase Option at any time during the Rental Period, in additional to the right to match any third party offers to Owner to purchase Artwork. In both instances, all Monthly Fees you have been paid at the time of purchase will be applied against and deducted from the Purchase Price. The parties acknowledge that there may be additional or other credit information that might be require by the Owner from you in connection with any purchase of Artwork, and Parlor will work in good faith to facilitate and assist with such efforts. Notwithstanding the foregoing, you understand that Parlor is not the owner of Artwork but only the borrower, and it is possible that you attempt to exercise your Purchase Option and you and the Owner cannot consummate the purchase for any reason. Under such circumstance, you may apply all amounts paid for Artwork against any other Artwork available on the Website. You further agree not to hold Parlor responsible for any failure to consummate a purchase with Owner or to make any claim relating to such event against Parlor.
TERMINATION OF RENTAL PERIOD
Parlor may terminate this Agreement at any time and repossess Artwork without legal process, notice or demand if: (i) You violate any of the terms or conditions of this Agreement, including not paying any Monthly Fees on a timely basis, and fail to cure such violation within ten (10) days of receiving notice of the violation. You must make the Artwork available for pick up by Parlor within ten (10) days of the termination or expiration of any Artwork Rental Agreement. You agree that Parlor will be authorized to enter the Premises for the purpose of removing the Artwork and redelivering it back to Parlor. This service will be at no additional cost to you so long as the Artwork is available for pick-up within the ten (10) day period. After such period, Parlor reserves the right to charge an additional fee or amount for picking up the Artwork.
You agree to indemnify, defend, and hold harmless Parlor, its affiliates, and their respective directors, officers, employees, and agents from and against all liabilities, claims, suits, losses, damages, costs, and expenses, including attorney’s fees and costs arising out of or related to your breach or violation of these Terms, any Additional Terms or any Artwork Rental Agreement.
DISCLAIMER OF WARRANTIES
Parlor is not the owner, artist or custodian of Artwork and makes no warranty, expressed, implied, or statutory, with regard to the Artwork including, but not limited to any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. It is expressly acknowledged and understood that Parlor does not perform independent appraisals of Artwork, does not set the Purchase Price; does not control whether there will arise third party offers or if you will be able to consummate a potential purchase of Artwork, and you expressly waive and agree to hold Parlor harmless and not pursue or attempt to pursue against any claims against us associated with the value of Artwork, including but not limited the amount of Monthly Fees, Purchase Price or other indicia of value set forth in any Artwork Rental Agreement, or the consummation or failure to consummate any purchase thereof.
LIMITATION OF LIABILITY
You understand and agree that in no event shall Parlor be liable for any loss of profits, revenue or data, indirect, incidental, special, or consequential damages arising out of or in connection with the Artwork, or any Artwork Rental Agreement, or arising out of your use of Services, on any theory of liability, whether based on warranty, copyright, contract, tort (including negligence), product liability, or any other legal theory. Parlor’s total liability to you for any damages arising from or related to Services, Artwork or any Artwork Rental Agreement will at all times be limited to the Monthly Fees paid by you to Parlor under any applicable Artwork Rental Agreement.
Parlor’s Website and other media platforms contain information, content, services and software including, without limitation, text, photographs, images, illustrations, audio clips, video, html, source and object code, trademarks, logos, and the like. Everything located on or in our Website or other media platforms is either (1) the exclusive property of Parlor; (2) used with the permission of the copyright and/or trademark owner; or (3) part of the public domain. This content is copyrighted as a collective work under the U.S. copyright laws, and Parlor owns a copyright in the selection, coordination, arrangement, and enhancement of such content. Except as otherwise expressly stated in this agreement, any copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of our Website or other media platforms, without express permission from Parlor, is strictly prohibited.
THIRD PARTY SERVICES
CUSTOMER SERVICE; COMPLAINTS
Parlor is committed to responding to any Customer feedback, including any complaints about our Services. Please direct any such communications to email@example.com. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws except as expressly set forth in these Terms or any applicable Additional Terms,
CHOICE OF LAW; ARBITRATION
These Terms, along with any Additional Terms are governed by the laws of the state of New York without regard to conflict of laws rules thereof. Any dispute or claim relating in any way to your use of any Services, these Terms or the Additional Terms will be resolved by binding arbitration, rather than in court, except that Parlor and you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law will apply. To begin an arbitration proceeding, you must send a letter requesting arbitration describing your claim. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights or re-possess any Artwork.
These Terms and any Additional Terms may not be modified except by a writing executed by the parties. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and any Additional Term may be assigned by Parlor but may not be assigned by you without our prior express written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. No failure or delay by you or Parlor in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. The provisions of these Terms and any applicable Additional Terms, and any Artwork Rental Agreement which by their nature should survive termination of your use of Services, including but not limited to Restrictions, Third Party Services, Disclaimers. Limitations of Liability, Indemnification, Choice of Law will survive.