Wardrobe management and storage. 24 hour pickup & delivery

 

STORAGE AND SERVICE AGREEMENT

This STORAGE AND SERVICE AGREEMENT (the “Agreement”), between you the customer (the “Customer”), and My Closet Concierge, LLC, a New York limited liability company (the “Company”), describes the terms and conditions applicable to the Services outlined below, and governs the relationship between Customer and Company. The Agreement is effective the earlier of the date Customer uses the Services rendered by Company or the date Customer clicks “ACCEPT” below.

 

RECITALS

1. Company is in business of cataloging, transporting, and storing Items (as defined below), as more fully described in Section 3 below (the “Services”); and

2. Customer wishes to engage Company to provide the Services with respect to garments and other articles of clothing, shoes and accessories (the “Items”) provided by Customer as may be amended from time to time in accordance with the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

3. Description of Services. Company agrees to provide the following services to Customer or on Customer’s behalf:

(a) Company provides a storage service to Customer for the Items, based upon the amount of Items stored. Company will pick up and transport Items from a location designated by Customer to Company’s premises (each such trip to pickup or drop-off Items an “Appointment”). Company highly recommends that every Item be professionally cleaned before Company takes possession of any Items or else requires that the Customer consent to Company arranging to have the Items cleaned by a third party prior to storing such Items in the Company’s facility. Please refer to the Frequently Asked Questions section of the Company’s website for more information on garment care and to Section 3(b) of this Agreement for further information about Company’s policies regarding cleaning of Items.

(b) When Customer arranges for a pickup Appointment, Customer will list each of the Items to be picked up. Customer must separate clothing Items that have recently been laundered from the rest of the clothing Items. Customer will be deemed to have consented to have each unlaundered Item professionally laundered prior to storage. At Company’s facility, Company will carefully inspect each Item upon receipt. If Company believes that any Items not designated to be professionally laundered nonetheless require laundering, or if Company discovers any damage to the Items such as stains, rips or other damages of any kind, Company will inform Customer of such Item’s condition and may recommend cleaning or repair work to be performed on such Item. If Customer refuses to grant consent to clean or repair such Items that Company concludes to be in need of cleaning or repairs, Company may refuse to store the Item(s), in which case they will be returned to Customer at Customer’s sole expense. Although Company does not perform any cleaning and/or repair services itself, Company shall use its best efforts to arrange for such services on behalf of Customer upon written consent of Customer. In the event Company arranges for such cleaning and/or repair services, additional fees will apply. In accordance with the terms of Section 13 herein, Customer agrees and acknowledges that Company shall not be responsible for any loss or damages of any kind to Items in connection with the services performed by any third-party provider for cleaning and/or repairs. Customer further agrees and acknowledges that Company shall have the sole discretion to select the third-party provider for cleaning and/or repairs of Items on behalf of Customer, unless otherwise agreed in writing. Customer further agrees and acknowledges that Company shall not be responsible for oxidized stains or other marks on the Items which appeared once Company took possession of such Items.

(c) At Company’s facility, Company will photograph and catalog Customer’s Items that will be stored by Company, unless otherwise agreed. Such images will be available for online viewing via “Virtual Closet,” the Company’s web-based cataloging service (“Virtual Closet”). The “Stored Items” page reflects the Items currently being stored by the Company (“Stored Items”), and will be solely available for online viewing via Virtual Closet. The Customer shall receive a notification from Company advising Customer that the Stored Items are available for online viewing via Virtual Closet. It is the sole responsibility of Customer to ensure that the Stored Items list accurately reflects the inventory of Items currently held by the Company. The Stored Items list will be deemed accurate and accepted by Customer unless Customer notifies Company of any required amendments within five (5) business days from the date of notification. All storage fees include unlimited access to Virtual Closet. In the event Customer does not store any Items at Company’s facility, additional fees apply for the Virtual Closet service as indicated in Section 4(b)(1) below.

(d) Company has the sole discretion to decide the manner in which each Item is stored at Company’s facility, and whether or not to accept each Item for storage at such facility. Customer hereby authorizes Company to take any action necessary to ensure that any Item belonging to Customer is stored safely and properly. With the exception of fur Items (see Section 4(a)(4) below), all other Items will be stored in the Company’s secure facility, which is a temperature-controlled, air-purified space subject to ideal textile storage conditions as determined by Company.

(e) The Company will arrange for certain Items identified by Customer to be hand delivered to Customer or an Authorized Person (“Requested Items”) at a location within the Borough of Manhattan designated by Customer, or to other specified areas in New York City, and other areas in New York or New Jersey upon approval by Company. In the event Customer requests that certain Items be delivered outside the Borough of Manhattan, and Company agrees to make such drop-off, additional fees will apply. Although Company does not regularly provide transportation services outside the Borough of Manhattan, Company will arrange for the transportation of Items through a third party carrier, at Company’s sole discretion. In accordance with the terms of Section 13 herein, Customer agrees and acknowledges that Company shall not be responsible for any loss or damages of any kind to Items in connection with the services performed by any third-party carrier. Customer further agrees and acknowledges that Company shall have the sole discretion to select a third-party carrier for transportation of such Items outside the Borough of Manhattan unless otherwise agreed by Customer and Company. Upon written or web request via Virtual Closet to Company, Requested Items shall be ready to wear upon drop-off or delivery, subject to the terms of this Agreement. Additional charges will apply for special requests.

4. Fees for Services: Customer agrees to pay Company the following fees (plus applicable taxes) for Services provided on behalf of Customer in accordance with Company’s schedule of fees below, subject to change from time to time in accordance with Section 16 herein, as follows:

(a) Storage Services

(1) The Items listed in the Stored Items section of the Virtual Closet represent those items used to calculate Customer’s monthly storage fees as further detailed in Section 4(a)(2) below.

(2) Each Customer that retains storage services under this Section 4(a) agrees to pay Company a base monthly minimum storage fee in the amount of seventy five dollars ($75.00), regardless of the total number of Items such Customer actually stores at Company’s facility. This minimum monthly storage fee entitles Customer to store a maximum of twenty five (25) Items before incurring any additional charges. To store more than twenty five (25) Items per month, an additional monthly fee of three dollars ($3.00) per each additional Item will apply. Customers are invoiced at the beginning of every month based on the number of Items listed on the Customer’s Stored Items page. Any fur Items accepted for storage by Company under Section 4(a)(4) herein shall not be counted towards their total number of Stored Items and are billed separately.

(3) Storage of the Items involves pickup, inspection, cataloging, at least one photo of each Item, and the set up of Virtual Closet on a secure website accessible only by the Customer, as well as garment care supply rental, including but not limited to garment bags, archival boxes, shoe boxes, hangers, cedar, and acid-free tissue. Customer agrees to return all garment care supplies provided to Customer. In the event Customer fails to return such garment care supplies, Customer agrees to pay Company the fair market value for such supplies, as determined in the sole opinion of the Company. The first time that each specific Item is picked up in an Appointment, inspected, catalogued, photographed and the image uploaded to Customer’s Virtual Closet, a one-time processing fee of three dollars ($3.00) per Item shall apply.

(4) Company will only accept Items made of fur for storage upon request by Customer and subsequent approval by Company. If Company grants permission for storage of fur Items, Company requires that such fur Items be stored only in cold storage. Company does not provide cold storage services at Company’s facilities. Cold storage of fur Items shall take place at the facility of a third party selected solely by the Company. Company shall not charge any extra fees for storage of fur Items itself, but Customer will be responsible for paying any and all charges of the third-party cold storage facility when Customer is invoiced by the Company. In accordance with the terms of Section 13 herein, Customer agrees and acknowledges that Company shall not be responsible for any loss or damage of any kind to fur Items in connection with the services performed by any third-party cold storage facility.

(5) Customer shall pay an Appointment fee of forty dollars ($40.00) to the Company for each Appointment; including both Item pickup and drop-off. Please note however that depending on which membership option is selected by the Customer, Customer may be entitled to one complimentary Appointment per month.

(6) Customer must inform Company in advance when requesting storage of any Items that are of significant sentimental value to Customer, or any Items that require special instructions or requests with regard to the manner in which they are handled and stored. Company will consider such requests on a case-by-case basis, and storage of such Items will be at the sole discretion of Company. If Company elects to store such Items, additional charges may apply.

(b) Non-Storage Services

(1) Web-Based Cataloging Service: Virtual Closet. Company will pick up, photograph and catalog Customer’s Items at Company’s facilities and will deliver such articles of clothing upon completion of same. For Customers that sign up for the storage services described in Section 4(a) above, there is no charge associated with the viewing of Customer’s Items in Customer’s Virtual Closet. Customers that sign up for Virtual Closet services only will be responsible for payment of a flat rate of ten dollars ($10.00) per article of clothing as a processing fee, plus a semi-annual Virtual Closet access and membership fee of two dollars ($2.00) per Item. The annual Virtual Closet access and membership fee applies to all non-storage services. Customer shall receive a notification from Company advising Customer that such articles of clothing are available for online viewing. Please note that the Web-based cataloging service or “Virtual Closet Only” membership option also involves a charge of forty dollars ($40.00) per Appointment, for both pickup and drop-off of such items.

(2) At-Home Services. In the event Customer requests that Company perform at-home services, such as closet consulting, closet organizing, cataloging, or packing, at Customer’s office and/or residence, or other location designated by Customer, an hourly fee of one hundred dollars per person ($100.00) will apply. Additional fees may apply.

(c) Payment of Fees. If the Customer fails to make pay Company any amounts that are due and payable, the following charges may apply (also see Section 8 for description of Company’s rights against the Items in such circumstances, which are also described in the table below).

Monthly delinquent account admin fee (levied from 30th day past due onward)

$20

No show at delivery or pickup appointment

$40

Same day appointment cancellation

$40

Charge Back Charge (when Company is not at fault)

$25

Lien Fee 1 (after 31 Days) (Whether or not Sale Occurs)

$25

Lien Fee 2 (after 60 Days) (Whether or not Sale Occurs)

$50

Lien Sale/Auction Administration Fee

$100

5. Appointment Policies. The Company will abide by the following Appointment Policies:

(a) Pickups and drop-offs are available during regular business hours: Monday – Friday, 9:00am to 5:00pm ET. See Section 5(e) for procedures for weekend and holiday Appointments.

(b) Company offers next-day pickup and drop-off of Items within the Borough of Manhattan upon written request of Customer received by Company prior to 3:00pm ET, Monday-Friday, excluding holidays.

(c) Company will only make pickups and drop-offs of Items after obtaining the signature of an authorized individual (hereinafter, each such person an “Authorized Person”) on the Receipt of Items applicable to such pickup or drop-off. For the purposes of this Agreement, an Authorized Person, unless otherwise restricted by Customer, is the Customer or anybody living with or working for the Customer and answers the door during a scheduled Appointment, or the doorman on duty at the Customer’s residence during a scheduled Appointment.

(d) If neither Customer nor any Authorized Person is available to sign off on any pickups or drop-offs of Items, Company is not obligated to take any action other than to return the Items to storage or leave without picking up any Items for storage, and Customer will still be obligated to pay for such pickup or drop-off of Items as if the Items had been picked up or dropped off.

(e) Same-day drop-off requests and weekend drop-off requests will be considered by Company on a case-by-case basis and will be subject to additional charges if granted.

(f) For a drop-off of twenty (20) pieces or more, Customer must notify Company at least three (3) business days prior to delivery. Additional fees may apply.

(g) Fur garments in Cold Storage require at least five (5) business days’ notice for retrieval and delivery, subject to the availability and policies of the third-party cold storage facility. Additional fees may apply.

(h) Company offers drop-offs of Items to locations outside the Borough of Manhattan upon request in writing, and subject to the sole discretion of the Company. In the event Customer requests a drop-off of Items to such locations, additional fees will apply.

6. Term. This Agreement shall commence upon the earlier of the date Customer uses the Services rendered by Company or the date Customer clicks “ACCEPT” below (the “Effective Date”), and shall continue in effect for a minimum period of six (6) full months plus any partial month if the Effective Date is not on the first day of that calendar month (the “Term”). The Customer expressly agrees to pay the Company a minimum monthly fee of one hundred fifty dollars ($150.00) plus any and all applicable additional monthly fees and other fees (the “Monthly Payment”), as set forth in this Agreement, throughout the Term of this Agreement. The Monthly Payment shall be due and payable no later than the first day of every month for the upcoming month’s total storage costs plus any additional fees incurred during the previous month.

7. Termination.

(a) The Customer’s Termination Rights. The Customer shall not be entitled to unilaterally terminate this Agreement for the first six (6) months following the Effective Date of this Agreement. After six (6) months from the Effective Date, Customer will have the right to terminate this Agreement by providing Company with written notice of Customer’s intent to terminate no less than thirty (30) days prior to the date of Customer’s termination. Customer shall remain liable for all fees incurred up to and including the time of termination, as well as any fees associated with the final drop-off Appointment.

(b) The Company’s Termination Rights. The Company shall have the right to terminate this Agreement without cause at any time. Customer shall remain liable for all fees incurred up to and including the time of termination, as well as any fees associated with the final drop-off Appointment.

8. Company’s Rights Against Items. As security for the payments of the amounts due herein, Customer hereby expressly grants a lien in favor of Company against any Items in the possession of Company until all applicable fees are paid in full. In the event Customer fails to pay any amount of fees due herein for three (3) months, Customer hereby expressly grants Company the right to sell, consign, or take any action necessary against any Items, including but not limited to the right to place a lien on any Items until all applicable fees are paid in full.

9. Publicity and Use of Confidential Information. As used in this Agreement, “Confidential Information” means and includes any and all information, data, documents or materials provided or made available by the Company to the Customer, in whatever form (e.g., printed, written, oral, recorded, electronic, etc.) and by whatever mode (e.g., company presentation, slide show, video, film, facility tour, meeting, interview, telephone conference or call, e-mail, provision of documents, etc.) in which it is communicated, recorded or maintained, that contains or otherwise reflects information concerning the Company or its business, including but not limited to, its operations, plans, advertising, marketing, technology, markets, services, products, sales, fees, prospects, employees, owners, customers, suppliers, partners, finances or financial condition. Customer agrees to (a) use the Confidential Information only for the purpose of performing its obligations hereunder and (b) secure, protect and maintain the confidentiality of the Confidential Information of Company, using at least as great a degree of care as it uses to maintain the confidentiality of its own information of a similar nature or importance, but in no event less than reasonable care. Customer shall not reproduce Confidential Information except as necessary in furtherance of the purpose of this Agreement. Customer shall not sell, transfer, publish, disclose, or otherwise use or make available any portion of Company’s Confidential Information to third parties, except to those of its directors, officers, employees, or attorneys who have a need-to-know the same in furtherance of the purposes of this Agreement. Customer shall be responsible for the compliance of such third parties with the terms and conditions of this Agreement.

10. Warranties. Company represents and warrants to Customer that: (i) it will perform the Services in a professional and workmanlike manner; (ii) it will comply with all applicable laws, regulations, orders and other requirements of any governmental authority in its performance of this Agreement; and (iii) it has the full right and authority to perform hereunder, including but not limited to providing the Services, without violating any law or the proprietary or intellectual property right of any third party.

11. Force Majeure. Neither party shall be in default hereunder by reason of its delay in the performance of or failure to perform any of its obligations hereunder, if such delay or failure is caused by strikes, acts of God or the public enemy, riots, incendiaries, interference by civil or military authorities, compliance with governmental laws, rules and regulations, delays in transit or delivery, inability to secure necessary governmental priorities or materials, or any fault beyond its control or without its fault or negligence.

12. Insurance. Customer represents that all Items are fully insured under a valid policy or policies of insurance maintained by Customer, which policy or policies of insurance provide coverage for Items while in the possession of the Company or its employees or agents, and Customer agrees to keep such policy or policies of insurance in effect while any Items remain in the possession of the Company or its employees or agents. Notwithstanding the above, if the Items are not fully insured by valid insurance policies maintained by Customer, Customer hereby waives any claim against Company beyond the minimum amount covered by Company pursuant to Section 14.

13. Indemnification. The Customer will defend and indemnify Company, its directors, officers, employees and agents from and against any loss, damage, liability, debt and expense arising out of any third-party claim, demand, suit or cause of action, including reasonable attorneys’ fees that may be incurred by Company, which arise out of or in connection with this Agreement. The Company shall have the right to participate in the defense of any claim, action or proceeding against it and will have the sole right to consent to the entry of any judgment or enter into any settlement.

14. Limitation on Liability.

(a) EXCEPT WITH RESPECT TO LIABILITY PURSUANT TO SECTION 9, AND SECTION 10 HEREOF, COMPANY SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER.

(b) Customer accepts and acknowledges that Company offers storage services and does not provide cleaning services, repair services and/or delivery to Customer of Items to areas outside of the Borough of Manhattan. The third-party vendors and/or carriers providing cleaning services, cold storage of fur Items, repair services and/or delivery of Items to areas outside of the Borough of Manhattan to Customer arranged by Company, are independent contractors and are not agents, employees or affiliates of Company. Company shall not be liable for the acts, errors, omissions, misrepresentations, warranties, breaches or negligence of any such third-party vendors and/or carriers of services or for any personal injuries, death, property damage, or other damages or expenses that may result thereof. Company shall not be liable to Customer in the event any third-party vendor and/or carrier service results in any delay, cancellation, overbooking, strike, force majeure or other causes beyond Company’s direct control. Any issues arising in connection with such third-party vendors and/or carriers must be addressed directly with such third-party provider in accordance with the procedures required by such third party.

(c) Notwithstanding anything to the contrary contained herein, in the event that Company is found liable for any loss or damage that arises out of or in any way is connected with the storage, repair, cleaning, transportation and/or other services relating to Items, including due to the negligence of the Company or that of its employees or agents, then Company’s liability will in no event exceed five hundred dollars ($500.00) per item or one thousand dollars ($1,000.00) in the aggregate. Customer hereby irrevocably waives any claim against the Company in excess of such amount.

(d) Company will not assume any responsibility for any Item until the Item has been collected and catalogued by one of our representatives, and an itemized receipt has been presented to, reviewed by, and signed by Customer or an Authorized Person.

15. Representations of Customer. Customer agrees and represents and warrants that:

(a) Any and all information provided herein is complete and accurate in all respects;

(b) Customer is the owner of the Items or is authorized to deal with the Items as if Customer is the owner; and

(c) Customer is at least eighteen (18) years of age as of the Effective Date of this Agreement.

16. Amendments. This Agreement may only be modified in writing, and in the manner indicated in this Section 16. Upon written notice to Customer pursuant to Section 26, Company may modify this Agreement as of five (5) business days following the date of the notice, except for changes to any fees or membership pricing. Amendments to any of the fees or membership prices owed by Customer may only be made upon thirty (30) days’ written notice by Company. During such thirty (30) day period, Customer shall have the right to terminate the Agreement without penalty if Customer does not agree to the modification announced by Company. Notwithstanding the above, if Customer elects to terminate the Agreement under such circumstances, Customer will be liable for the costs associated with the Appointment to deliver all of Customer’s Stored Items.

17. Assignment. Company shall have the exclusive right to assign this Agreement and the obligations herein without the prior written consent of Customer.

18. Independent Contractors. Company is an independent contractor of Customer, and this Agreement shall not be construed to create a partnership, joint venture or employment relationship between the parties or any other entity engaged by Company to provide services for Customer.

19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, all of which shall constitute one and the same Agreement.

20. Governing Law and Venue. This Agreement shall be construed and controlled by the laws of the State of New York. Venue over all disputes arising under or related to this Agreement must be in the state and federal courts within the State of New York and County of New York. The Customer waives all defenses of lack of personal jurisdiction and forum non-conveniens for actions commenced in those courts. Process may be served on either party in the manner authorized by applicable law or court rule.

21. Attorneys’ Fees. The prevailing party in a judicial proceeding or appeal thereof shall be awarded its costs and expenses including, but not limited to, reasonable accounting, paralegal, expert witness, and attorneys’ fees, whether incurred prior to, in preparation for or in contemplation of the filing of any written demand, claim, action, hearing or proceeding to enforce the obligations of this Agreement.

22. Headings. Headings are intended for reference only and shall have no effect on the meaning of any provision of this Agreement.

23. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intent of the parties hereto.

24. Waiver. No delay or omission in exercising any right hereunder will operate as a waiver of that or any other right. A waiver or consent given on one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. To be effective, a waiver must be in writing and signed by the waiving party.

25. Integration. This Agreement constitutes the entire agreement between the Parties hereto concerning the subject matter hereof and supersedes any prior or contemporaneous agreements concerning the subject matter hereof.

26. Notices. All notices, requests and consents hereunder shall be in writing to the recipient’s e-mail address provided upon signup, or at such e-mail address as updated by Customer through the Company’s website.