Rent The Bash affiliate program

Through the Rent the Runway affiliate program, your site visitors will gain access to one if the largest online designer rental destinations changing the way women get dressed. Customers can access a dream closet with hundreds of thousands of styles from a wide range of designer brands meant fit everyone's lifestyle. This program offers a 30-day cookie duration.

Rent the Runway has transformed the retail industry by making designer dress and accessory rentals a convenient and accessible luxury experience for millions of women size 0-22. This program offers a 30-day cookie duration period.

Rent the Runway is the premier designer closet that makes every fashion dream a reality, allowing you to  rent thousands of luxury styles from 700+ of the world’s best brands, including Phillip Lim, Veronica Beard, Ulla Johnson, ALC, Tibi, Altuzarra, and more – plus premium accessories from brands like Mansur Gavriel, Marni, Proenza Schouler and Loeffler Randall. Whether you’re dressing for a special occasion or the occasion of everyday, RTR makes it easy to discover new designers, experiment with new looks, and refresh your wardrobe by offering fashion to the fullest.

Rent the Runway is known for its elevated, high-touch service, and for being the most flexible rental platform, with multiple ways to Rent the Runway: 

• One Time Reserve Rentals: Access fashion on demand by placing a one time reserve rental up to 60 days in advance, with designer styles starting at just $30 for a 4 or 8 day rental. Whether you’re renting for a wedding, gala, or another special occasion in your life, you can be the best dressed guest, without the price tag or the waste. Book your look and a backup size, and we’ll do the rest.

• Subscription: Access a rotating closet of designer fashion for all of life’s everyday occasons. Choose from 5, 10, or 15 item plans, starting at $94/month, and customize from there. Rent thousands of designer styles that will take you from home, to work, to dinner and every moment in between. Keep items as long as you want, swap them for new styles, and buy the ones you love at member-exclusive discounts. Members get access to RTR’s white glove concierge and 1:1 styling service, plus fast shipping and at-home pick up.

RENT THE RUNWAY AFFILIATE PROGRAM PUBLISHER AGREEMENT

RENT THE RUNWAY, INC. AFFILIATE PROGRAM PUBLISHER AGREEMENT

IMPORTANT NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY.  BY JOINING AND PARTICIPATING IN THE RENT THE RUNWAY AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL TERMS INCORPORATED BY REFERENCE. THIS AGREEMENT REQUIRES DISPUTES BETWEEN YOU AND US TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND FOR YOU AND US TO WAIVE ANY RIGHT TO A JURY TRIAL, CLASS OR COLLECTIVE ACTION OR PROCEEDING, ANY ANY OTHER COURT PROCEEDING OF ANY KIND, SUBJECT TO LIMITED EXCEPTIONS.  UNLESS YOU OPT OUT IN ACCORDANCE WITH THE OPT-OUT PROCEDURES DESCRIBED BELOW, YOU WILL BE BOUND BY THESE TERMS. THE FULL TERMS OF THE ARBITRATION AGREEMENT ARE BELOW. 

This Rent the Runway, Inc. Affiliate Program Publisher Agreement (“Agreement”) applies to each individual’s or entity’s (“Publisher,” “you,” or “your”) access to and participation in the Rent the Runway Affiliate Program (the “Program”) operated by Rent the Runway, Inc. (“Rent the Runway,” “RTR,” “Company,” “our,” “us,” or “we”), whether as a publisher, creator and/or influencer. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Company for other products and services.  This Agreement supplements, and does not replace or supersede, any agreement you have entered into with Performance Horizon Inc. trading as Partnerize (the “Pepperjam Agreement”) in connection with your participation in the Pepperjam affiliate network, through which our Program is operated.  In the event of any direct conflict between the provisions of this Agreement and the Pepperjam Agreement, the terms of this Agreement will control.

Each Publisher is responsible for assuring that its employees, agents, and contractors comply with this Agreement. The “Site” refers to the Rent the Runway properties at https://www.renttherunway.com and “Your Website” refers to any websites (including social media platforms and accounts) that you will link to the Site.

To enroll in the Program, you must complete the registration process and consent to this Agreement by logging into your publisher account at ascend.pepperjam.com and clicking through these terms and conditions to apply to the Rent the Runway Program, and be accepted by Rent the Runway at the Company’s discretion. Please allow up to 48 hours for your application to be reviewed. We reserve the right to reject any application to enroll; however, we encourage you to contact us if you feel we have made an incorrect decision. You should specify all of the websites that you use in your profile because that will help us make a more informed decision. Company reserves the right to re-evaluate your enrollment at any time and reserves the right to terminate this Agreement and your participation in the Program at any time with or without notice. 

By participating in the Program, you warrant that you are an adult resident of the United States. Participation in the Program as a resident of any other country is prohibited. You agree to comply with applicable U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) restrictions and to not advertise or otherwise engage in commercial activities with persons or businesses residing in countries under sanction by OFAC. You are responsible for compliance with all U.S. laws and regulations.

Upon your acceptance into the Program, unique links will be made available to you through the Site (your “Links”). You will be able to review the Program’s details and banner creatives, browse, and access other authorized marketing resources, which will be subject to the license in Section 9 below and the terms of this Agreement.

Subject to the attribution standard in this Section 3, for each type of referral that you refer to the Site using your Links who completes a transaction on the Site that results in payment to Company, you may receive the amount(s) or other consideration specified within the Program, located at ascend.pepperjam.com (your “Publisher Fee”). Please note that your Publisher Fee may vary depending on factors such as, but not limited to (i) whether the referral is a net new individual, and (ii) what type of payment results to the Company. If applicable, if a refund is issued after the Publisher Fee has already been approved and paid, a negative balance will be created on your account and will be deducted from future Publisher Fees. To earn Publisher Fees, you must comply with all terms of this Agreement, including the Program restrictions in Section 4 and the Federal Trade Commission (“FTC”) disclosure requirements in Section 5.

Unless attributed to another Publisher due to overriding attribution technology (which may be indicated on the Site), the Publisher Fee will go to the last Link that the person making the purchase clicked before completing their transaction, provided that such purchase occurs within 30 days of the Link being clicked. For example, if Customer A clicks on a Link provided by Publisher X, but then clicks on a Link provided by Publisher Y and completes a transaction on the Site, Publisher Y will receive the full Publisher Fee for transactions related to Customer A. Publisher Fees will not be split or transferred.  For clarity, clicks on Links are valid for 30 days, so if a customer completes a purchase more than 90 days after clicking the Link, you will not receive a Publisher Fee for such a transaction. 

Notwithstanding anything to the contrary herein, we may, upon reasonable prior notice to you, disable or deactivate your Links at any time and for any reason (including breach of this Agreement).  After your Links are deactivated or disabled, we will have no further obligation to you with respect to such Links, including any payments described in Section 6.

See Section 6 for information on payments, including processing, timing, and limitations.

• Compliance with Law:You represent and warrant that, in connection with your participation in the Program, you, your Website(s), and any advertising materials related to the Program will not violate any law, regulation, or regulatory rules or guidelines, including the FTC’s endorsement disclosure requirements pursuant to Section 5 below. Also, if you choose to promote our Program via email campaigns, you represent and warrant that you will comply with the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program, which includes placing a working opt-out link in the email, advertising your own goods and services and otherwise making it clear that you are the “sender” of the email, as defined in the CAN-SPAM Act. If you are conducting business in or taking orders from persons in other countries, you will comply with the U.S. equivalent and applicable laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation, if you are conducting business in or taking orders from persons in one or more of the European Union countries. 

• General Restrictions:You represent and warrant that you agree to comply with the following: 
  • You will only use the Links that we provide to you (or that our agent(s) provide to you) for each banner, text Link, or other Link obtained from the affiliate publisher interface, without manipulation or modification of any kind.
  • You may not “self-refer,” meaning that only transactions by other persons using your Link (and not made by you) will result in Publisher Fees. 
  • You will not engage in any behaviors that are fraudulent, abusive, or harmful to the Site or the Program as determined in our sole discretion.
  • We reserve the right, at any time, to review your placement and approve the use of your Links and require that you change the placement or use to comply with the guidelines provided to you.
  • All domains that use your publisher Link must be listed in your publisher profile.
  • Your Website and social media accounts will not in any way copy, resemble, or mirror the look and feel of the Site or our social media accounts. You will also not use any means to create the impression that Your Website or account is our Site or any part of our Site or our accounts, including by framing of our Site or accounts in any manner.
  • You may not engage in cookie stuffing or include pop-ups or false or misleading links on Your Website. In addition, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).
  • You will not send your Link or any marketing messages in connection with the Program via SMS or text message. 
  • You will not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking).
  • If you are found redirecting Links to hide or manipulate their original source, any Publisher Fees not yet paid by Company will be voided and your account will be terminated. This does not include using “out” redirects from the same domain where the Link is placed.
  • The maintenance and the updating of Your Website(s) will be your responsibility. We may monitor Your Website(s) and social media accounts as we feel necessary to make sure that it is (or they are) up to date and to notify you of any comments as it relates to the Program.
  • It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to Your Website and/or your presence on social media. You must have express permission to use any person’s or any business’s or entity’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s, business’s, or entity’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
  • You will not, in connection with this Agreement, display or reference on Your Website or social media accounts, any trademark or logo of any third-party seller on our Site or accounts unless you have an independent license for the display of such trademark or logo, and you will use any data, images, text, or other information obtained by you from us or the Site in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
  • You will not send unsolicited bulk emails (spam). You will not create (a) advertisements that appear on sites and apps that contain or reference adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), or that are solicitous of any unlawful or offensive behavior; or (b) ads that appear on fake news content.
  • You will not use any images, text, or other content provided to you by Company except Licensed Materials (defined in Section 9 below) as authorized under this Agreement and may not modify the graphic image or text in any way. All of our rights in the images and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. We may revoke any licenses or other rights referenced in this Agreement at any time for any reason. 
  • You acknowledge our ownership of our Licensed Materials, agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the Licensed Materials (including all associated goodwill) will inure to the benefit of, and on behalf of, Company. If requested, you agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title, or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not attack our rights in or title to the Licensed Materials or the validity of the Licensed Materials or this Agreement.
  • You will not offer discounts, coupons, free trials, promo codes, or any other promotional offer that is not expressly authorized by Company in writing. Company may, on a case-by-case basis, offer you access to discounts, coupons, free trials, promo codes, or other promotional offers.  Posting any information about how to work around the requirements of a coupon/promotion or a failure to comply with Company’s instructions will result in removal from the Program. If Company offers a coupon, you agree to comply with all terms and limitations that Company establishes in connection with such promotional offers, including the following:

• Unless otherwise agreed upon in writing by Company, you may not promote through a sub-affiliate network and all advertising and all Publishers must agree to this Agreement.
• Pay-Per-Click (“PPC”) Restrictions:You agree to comply with the following restrictions:
  • You may not bid on any of our Restricted Terms (defined below), including any variations or misspellings thereof, for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook, or any other network unless Company first gives you written permission.

“Restricted Terms” means any of the following terms and similar or related derivative terms: Rent the Runway, RTR, Rent the Runway Inc., Rent the Runway.com, www.renttherunway.com, Rent the Runway coupon, RTR coupon, Rent the Runway discount code, RTR discount code, Rent the Runway discount, RTR discount, Rent the Runway promo code, RTR promo code, Rent the Runway sale, RTR sale, Rent the Runway promo, RTR promo, Rent the Runway sales, RTR sales, Rent the Runway deals, RTR deals.

• You may not use our Restricted Terms, including any variations or misspellings as per above, in sequence with any other keyword.
• You may not use our Restricted Terms in your ad title, ad copy, display name, or as the display URL.
• You may not use any of our Restricted Terms (including all trademarked terms) as part of the domain or subdomain for Your Website. 
• You may not direct link to the Site from any PPC ad or use redirects that yield the same result. Customers must be directed to an actual page on Your Website.
• You may not bid in any manner appearing higher than us for any search term in positions 1-5 in any auction-style PPC advertising program.
• If you automate your PPC campaigns, it is your responsibility to exclude our Restricted Terms from your marketing and related activities, and we strongly suggest that you add our Restricted Terms as negative keywords.  

We have a strict no-tolerance policy on PPC trademark bidding. We will not enter a discussion about when the violation started and when it stopped; you will forfeit all Publisher Fees for a minimum of the previous 30 days, your Publisher Fee balance will be set to $0 without warning, and we may terminate your participation in the Program at our discretion.

• General Advertising Restrictions:You represent and warrant that Your Website(s), social media posts, and any other advertising materials will not: 
  • Infringe on our or anyone else’s intellectual property, publicity, privacy, or other rights.
  • Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contains nudity, pornography, or sexually explicit materials.
  • Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
  • Contain software or use technology that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Publisher payments from another website. This includes toolbars, browser plug-ins, extensions, and add-ons.
• Social Media Restrictions:You represent and warrant that when you advertise or promote the Program on Facebook, Twitter (a/k/a X), Instagram, TikTok, Pinterest, YouTube, and other social media platforms, you will comply with the following requirements:  
  • You may only promote the Program and Links on your own social media pages.
  • You are prohibited from posting your Links on our Facebook, Twitter (a/k/a X), Instagram, TikTok, Pinterest, or any other Company social media account or page in an attempt to turn those Links into Publisher sales.
  • You are prohibited from creating a social media account that includes our trademark(s) in the page name and/or username. 
  • You will comply with all requirements and restrictions imposed by the social media platform(s) on which you are posting in connection with the Program.
• Privacy Restrictions:You represent and warrant that you will respect the privacy of consumers and be transparent about your data collection and use practices. This means that you may not collect personal information about individuals, including their names, email addresses, phone numbers, or any other personal information unless you have provided notice and obtained their consent in accordance with the law applicable in your jurisdiction. You may not under any circumstances engage in “scraping” or any other form of automated data collection to collect personal information about individuals. In addition:  
  • You may not contact people with promotional materials unless they have consented to be contacted through that medium consistent with relevant local law.
  • You must comply with all applicable laws, rules, self-regulatory principles, and industry best practices governing the collection and use of data from users for purposes of serving ads that are targeted to their interests, including the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising, Application of Self-Regulatory Principles to the Mobile Environment, and Application of the DAA Principles of Transparency and Control to Data Used Across Devices, and FTC Guidance on Cross-Device Tracking.
  • You agree to notify Company in the event of any Privacy Incident within forty-eight (48) hours, and to promptly cooperate with Company in the event of any Privacy Incident that Company escalates to you or regarding which Company requests your cooperation. A “Privacy Incident” includes any allegation that you have not properly provided notice or obtained consent to collect personal information, sent SMS, engaged in phone calls or email messages, or collected data in a manner inconsistent with your privacy policy, user notice, applicable law, or applicable self-regulatory rules. 

You shall comply with all federal, state and local laws, rules and regulations, including those concerning paid product endorsements, including, but not limited to, Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255 (the “FTC Endorsement Guides”). Where it is not expressly clear that the Link is a paid advertisement, paid advertising, or otherwise promotional in nature, and/or that you are receiving compensation from Company in connection with the Program, you must include a disclosure statement within any and all pages, blog posts, social media posts, or any other content where you include a Link or otherwise advertise or endorse the Site or Company in connection with the Program. This “material connection disclosure” statement should be clear and concise, stating that we are compensating you for your participation in the Program and that you are receiving compensation or other consideration for purchases made through the Link. Also, any statements you make about Company must reflect your honest opinions, beliefs, or experiences and must not be false, misleading, or unsupported. You must follow these guidelines (and all related FTC guidance and/or regulations) in making your material connection disclosures:

• Disclosures must be “unavoidable” and must be made as close as possible to the claims. They can be made in plain English or by use of clear hashtags such as #Ad and #RTRPartner so long as you also include a statement about receiving commissions from sales through the Link. The use of #AffiliateLink, #sp and #RTR is inadequate as a disclosure.
• Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure (e.g., disclosure should be visible before the jump) and, if made in the form of hashtags, not part of a string of hashtags.
• Pop-up disclosures are prohibited.

For more information about FTC disclosure requirements, see the FTC’s .com Disclosures” guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; the FTC’s Endorsement Guidelines at https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf; and the FTC’s “Native Advertising” guidelines at https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses.

• Without limiting the foregoing, the following guidance should be followed for social media posts:
  • For any post that uses a caption (e.g., Instagram grid, TikTok, etc.):
    • Disclosures must appear in the first two lines of the caption.
    • Disclosures should also be superimposed over the images or video itself.
• For live streams, ephemeral posts (like Stories or Snaps), or other posts with no caption:
  • Disclosures should be superimposed over the content (images or video) itself.
  • For multiple frame posts, the disclosure should be superimposed on any frame in which an endorsement is made.
  • For a live stream, repeat disclosures throughout a stream as needed to ensure that viewers hear them if they join at different times.
• Platform-specific transparency tools, such as the “Branded Content” tools on Instagram, should be used in addition to the above disclosure options on social media, but they are not a substitute for other disclosures.
• In the event you are posting on one social media platform and the post may be syndicated to another social media platform, disclosures must travel with the post, and unavoidably appear (i.e., pre-click) on all platforms.

Pursuant to Section 3 of this Agreement, only transactions made by the referred individual that are completed after last using your Link will result in Publisher Fees. You will not receive Publisher Fees for transactions that are canceled by customers, returned, charged back, or refunded. Publisher Fees typically take 30-60 days to process. Subject to our approval, Publisher Fees will be paid on or about the 1st and 15th day of every month  (excluding holidays and weekends, which will be paid on or about the next business day). For example, if you earn a Publisher Fee on August 5, it, along with all August Publisher Fees, would likely be approved and paid by October 1. 

We reserve the right to exclude transactions and to not pay Publisher Fees for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish. If we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement or any other terms and conditions that we publish on our website at, we expect that you will respond in a timely and honest manner. A failure to be forthcoming, responsive, or provide requested substantiation may result in your termination and removal from the Program.

You are responsible for all taxes and reporting requirements related to your Publisher Fees.

We will track sales by customers who engage in transactions using your Link on Your Website to the Site.  A statement of activity is available to you through your Publisher interface.

To the extent that Publisher receives any free or discounted months of a RTR membership: Following any free or discounted months of a RTR membership provided to Publisher, Publisher’s RTR membership will automatically renew at the monthly price listed on RTR’s website and the payment method on file will be charged, unless Publisher pauses or cancels. By clicking “confirm order” in Rent the Runway's check-out flow to redeem the complimentary months of subscription, Publisher will be required to accept Rent the Runway’s terms of service and privacy policy and authorize RTR to charge the Publisher’s payment method on file each month after the free months expire. The subscription will renew automatically each month until paused or canceled and the Publisher will be responsible for paying any taxes, costs, and expenses not listed above.  Memberships can be paused or canceled at any time by visiting membership settings. The discount code is valid only for new customers (applicable taxes and fees still apply) and cannot be applied to PRO, existing memberships, existing orders, or other items for sale and has no cash value. The discount cannot be combined with other offers.

You will maintain accurate and complete records relating to your conduct under the Program. Upon request, you will enable Company or its designated service provider to audit your records and other materials to verify your compliance with the Agreement. Company will provide notice of an audit request. In addition, you will promptly provide such records and other materials, and provide other cooperation and assistance, as requested by Company. You will promptly notify Company in writing of any inquiry received by you from any news media, reporter, publication, trade association, or governmental authority, and of any complaints or allegations of wrongdoing received by you, with regard to Company, the Program, or your conduct under this Agreement.  You will not respond to such inquiries or complaints unless and until you receive permission to do so from Company.  Company reserves the right to respond to such inquiries or complaints on your behalf or to direct how you will respond.

Company reserves the right to change, modify, and/or eliminate the Program and/or all or any portion of this Agreement or any policy pertaining to the Program at any time and for any reason in its sole discretion, including our right to discontinue or change the benefits or Publisher Fees received under the Program or merge the Program with another program. If we make changes, we will post the amended Agreement to your publisher account at ascend.pepperjam.com, which you may find by clicking into the Rent the Runway Program. We may also attempt to notify you of changes or modifications to the Program or this Agreement in other ways, including via email. Unless we say otherwise, the amended Agreement will be effective immediately and your continued participation in the Program after the amended Agreement is posted will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop participating in the Program.

We have the right to monitor Your Website and otherwise audit your participation in the Program at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to Your Website or social media accounts that must be made for your participation in the Program to continue. If you do not make the changes to Your Website or social media accounts that we feel are necessary, we reserve the right to terminate your participation in the Program.

Either party may terminate the Agreement in its entirety, with or without cause, by giving written notice to the other party. Upon the termination of this Agreement for any reason, you will immediately cease all activities in connection with the Program, and you will immediately cease all use of, and remove from Your Website(s) and social media accounts, all Links to the Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you (including all Licensed Materials) pursuant hereto or in connection with the Program.  Upon termination, you will receive no additional Publisher Fees. Any outstanding payment obligations and Sections 7 (Audits and Records), 8 (Modification and Termination), 10 (Representations and Warranties), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (Dispute Resolution and Arbitration), 15 (Confidentiality), and 16 (Miscellaneous) will survive the expiration or termination of this Agreement.

9. Disclaimer

THE PROGRAM, THE LINKS, THE SITE, AND THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES, IN CONNECTION WITH THE PROGRAM OR THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, OR LOSS OF DATA.

YOU UNDERSTAND THAT IN THE COURSE OF CONDUCTING ACTIVITIES RELATED TO THE PROGRAM, YOU MAY INTERACT WITH A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHERS. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE PROGRAM. COMPANY, ITS PARENT COMPANIES, SUBSIDIARIES, AND ITS CORPORATE AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY POTENTIAL NEW USER, OR ANY OTHER THIRD PARTY.

10. Limitation of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL COMPANY’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL PUBLISHER FEES PAID TO YOU UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Indemnification

You will indemnify, hold harmless, and (at Company’s option) defend Company and its parent companies, subsidiaries, and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) with respect to any third-party claim arising out of or related to: (a) your performance of and conduct in connection with the Program and this Agreement, including the activities of your personnel, agents, and subcontractors; (b) allegations that any content or other material you distribute, display, or perform infringes or violates any intellectual property right, right of publicity, or other proprietary right (except to the extent the allegedly infringing material was Licensed Material originally provided by Company to you for such distribution, display, or performance and provided you have not modified such Licensed Material in any way); (c) allegations that any of the messages you send or communications made, or your participation in, and activities conducted in connection with the Program violate any law or regulation, including the CAN-SPAM Act, Telephone Consumer Protection Act, or relevant or applicable laws, rules, or regulations; (d) any advertising claim related to Your Website or social media accounts, including content therein not attributable to us; (e) your failure to satisfy any debt, obligation or liability, including your failure to comply with your obligations to any of your personnel, agents, or subcontractors, including payment of wages, provision of benefits, and payment of employment taxes; or (f) your breach of this Agreement, including any of your representations, warranties, or obligations herein. Unless Company directs otherwise in writing or elects to control the defense, you will assume the defense of the indemnified claim through counsel designated by you and reasonably acceptable to Company, and Company may, at its expense, participate in the defense with its own counsel. You will not settle or compromise any indemnified claim, or consent to the entry of any judgment, without written consent of Company, which will not be unreasonably withheld. Company will reasonably cooperate with you in the defense of an indemnified claim, provided that you reimburse Company for its costs and expenses as they are incurred to provide such cooperation.

12. Dispute Resolution; Agreement to Arbitrate; Class Action and Jury Waiver

PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY.  IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, CONSOLIDATED (OTHER THAN ANY BATCHING PROCEDURES CONDUCTED BY THE ARBITRAL FORUM), PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.REFERENCES TO “COMPANY”, “YOU”, “WE”, AND “US” IN THIS ARBITRATION AGREEMENT INCLUDE RENT THE RUNWAY, INC., AND ALL PRESENT, FORMER, AND FUTURE EMPLOYEES, PARENT COMPANIES, SUBSIDIARIES, PARTNERS, OFFICERS, DIRECTORS, SUCCESSORS, PREDECESSORS IN INTEREST, AND ASSIGNS.

Any dispute, claim, or controversy between you and us (“Dispute”), including but not limited to disputes, claims, or controversies related to or arising from the Program or this Agreement (including, without limitation, those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of this Agreement), if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and we each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other IP rights. Any legal action by us against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.

To the fullest extent permissible by applicable law, all claims against us, including but not limited to claims arising out of or relating in any way to the Services or the Terms, must be filed within one year after such claim or cause of action arose or it will be forever barred.

If any Dispute is determined not to be subject to arbitration or resolution in small claims court, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in New York and shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of New York without regard to choice of law or conflict of law provisions.

You and we agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding. This means that you and we may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and we may not participate in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding brought by any third party.

To the extent that any claims are allowed to proceed on a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative basis, such claims must be litigated in a federal or state court of competent jurisdiction in New York, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Notwithstanding the foregoing, you or we may participate in a class-wide settlement.

To opt out of this Arbitration Agreement, you must send us a written notice (the “Opt-Out Notice”) by email at [removed] within 30 days of your execution of this Agreement (the “Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other provisions of this Agreement will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting out of this Arbitration Agreement shall have no effect on any previous, other, or future arbitration agreements you may enter into with us. As stated above, if you do not opt out of this Arbitration Agreement within the Opt-Out Period, then you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of our arbitration agreements and class action provisions. If you timely provide us with a valid Opt-Out Notice, all Disputes shall be subject to the exclusive jurisdiction of, and you consent to venue in, the state and federal courts located in New York.

Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and we each agree to send the other party a written notice prior to commencing any legal action (“Notice of Dispute”). A Notice of Dispute from you to us must be emailed to [removed] Any Notice of Dispute must include (i) your full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) any relevant facts regarding the Dispute; and (iv) a personally signed statement from you (and not your counsel) verifying the accuracy of the contents of the Notice of Dispute. The Notice of Dispute must be individualized, meaning it can concern only your dispute and no other person’s dispute. We will send any Notice of Dispute to you at the email address or mailing address we have for you, if any.

After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and we have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and we each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court, administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator.  If the parties are unable to agree on a location, such determination shall be made by the AAA or by the arbitrator.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the FAA, will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and AAA Commercial Arbitration Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and the AAA Commercial Arbitration Rules are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of New York, without regard to choice of law or conflict of law provisions.

At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

As in court, you and we agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the AAA Commercial Arbitration Rules, Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.

Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

Requirement of Individualized Relief: The parties agree that the arbitrator is authorized, upon either party’s request, to 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 any of the prohibitions on non-individualized declaratory or injunctive relief, class, representative, and private attorney general claims, or consolidation set forth under this Arbitration Agreement are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then, after exhaustion of all appeals,  the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated.

You agree that any arbitrations between you and we will be subject to this Arbitration Agreement and not to any prior arbitration agreement you had with us, and, notwithstanding any provision in this Agreement to the contrary, you agree that this Arbitration Agreement amends any prior arbitration agreement you had with us, including with respect to claims that arose before this or any prior arbitration agreement.

Notwithstanding the foregoing, if any court or arbitrator determines that the Class Action Waiver set forth above is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then, after exhaustion of all appeals, the Arbitration Agreement shall be deemed null and void in its entirety. 

This Arbitration Agreement will survive the termination of your relationship with Company.

13. Confidentiality

You will not disclose to any third party any nonpublic information disclosed to you by Company, Company’s affiliate network service provider, or Company’s agent(s) under this Agreement, and you will protect all such disclosed information with the same degree of care you would use to protect your own confidential information. Confidential information submitted to you by Company remains the property of Company. If this Agreement or any confidential information of Company is required to be produced by law, you will promptly notify Company and cooperate to obtain an appropriate protective order prior to disclosing any confidential information of Company.

14. Miscellaneous

• You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Website(s) or otherwise, that reasonably would contradict anything in this Section 16. You may be required to complete a Form W-9 or W-8BEN as a condition of receiving your Publisher Fees and will cooperate with all requests by Company to complete documentation in connection with your participation in the Program and to comply with applicable tax obligations.
• Customers who buy products (including subscriptions) through the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.
• You may not assign your rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of your business or assets.
• This Agreement is to be governed by and interpreted in accordance with the laws of the United States and the State of New York without regard to the conflicts of laws and principles thereof.
• You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
• This Agreement represents the entire agreement between us and you with respect to the Program, and supersedes all prior agreements and communications of the parties, oral or written, with respect thereto.
• The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement. The use of the terms “include,” “includes,” or “including” is illustrative and not limiting.
• If any provision of this Agreement is held to be invalid or unenforceable, that provision will be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement will have full force and effect.
• Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. 
• You acknowledge that we may at any time admit others into the Program, and you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than the terms set forth in this Agreement.