Terms of Service

These Terms and Conditions (“Terms”) govern your use of and interaction with Upfurnish’s website (the “Site”), the lease and purchase (if applicable) of Furniture (“Services”), and any communications from Upfurnish to You.  The Terms also incorporate by reference Upfurnish’s Privacy Policy, which may be found at https://www.upfurnish.com/pages/privacy-policy and should be read by You.  By agreeing to these Terms, You agree that Upfurnish may send You emails or text messages or call You (including via an automatic telephone dialing system), at the number(s) or email address(es) that You provided.  These communications may include information about your Services, Products, or account and/or marketing materials.

PLEASE READ THESE TERMS.  IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THIS SITE OR UTILIZE THE SERVICES AND PRODUCTS FOUND AND/OR DESCRIBED HEREIN. BY CHECKING THE BOX BEFORE YOU PLACE YOUR ORDER ON THE SITE, You are agreeing to these Terms and Upfurnish’s Privacy Policy.  These Terms and the Privacy Policy, including any provisions incorporated therein, constitute a binding agreement between Upfurnish and You. 

 

Important notice regarding arbitration: As set forth in Section 10 of these Terms, When You agree to these Terms, You are agreeing to resolve certain disputes between You and Upfurnish through binding, individual arbitration, which means that You are waving your right to a jury trial and your right to be in a civil court on these matters. Therefore, please review Section 10 carefully.

 

In order to utilize the Services, You will be required to sign up for an account (“Account”) with a username and password (“User ID”). You will further be responsible to update your Account if any of your contact information changes.  If You do not provide Upfurnish with the information required herein or requested hereafter, Upfurnish may suspend or terminate your account. You are prohibited from choosing a User ID that You do not have the right to use, that is used to impersonate another person, or violates any applicable law. Your Account is not transferable. You will not share your account or password with anyone, and You must protect the security of your Account and User ID, and You are responsible for any activity associated with your Account.  You must notify Upfurnish immediately of any unauthorized use, or suspected unauthorized use, of your Account. 

Upfurnish may require You to supply additional information in order to provide the Services, including but not limited to, additional contact information, identity documentation, and information regarding creditworthiness.  You represent and warrant that, in order to receive the Services, your contact information that You provide Upfurnish is up-to-date, accurate, and complete.  You further represent and warrant that You will only use the Site and Services in a manner that complies with all applicable federal and state laws within the jurisdiction that You are using the Site and Services.  Upfurnish is not responsible for any violations by You of any federal or state laws.

2. Restrictions on Use of the Site and Services

a. As a condition of your use of the Site and Services, You will not use the Site for any purpose that is unlawful or prohibited by these Terms, conditions, and/or any notices that Upfurnish may post or send to You. You may not use the Site in in any way that could damage, disable, overburden, and/or impair the Site or interfere with Upfurnish’s use, or any other party’s use and enjoyment of the Site, including but not limited to the posting of unlawful, discriminatory, harassing, threatening, obscene, or defamatory content. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided by Upfurnish through the Site or otherwise, including but not limited to, the following activities: providing false or misleading registration information; disclosing your username or password to anyone; using an account, username, password, or personal information of another user; collecting information about any users of the Site; transmitting or facilitating the transmission of any “spam” in connection with the Site; using any robot, spider, crawler, scraper site search/retrieval application or automatic device to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site or any content or information on the Site; modifying the content, programs or other materials on the Site; hacking into the Site or Upfurnish’s servers; framing or mirroring any part of the Site; reverse engineering, decompiling, disassembling, translating or otherwise altering any portion of the Site; uploading to the Site viruses, Trojan horses, worms, time bombs, or other computer programs that are intended to damage the Site. Upfurnish reserves the right to remove any content at any time in its sole discretion.

b. Children under the age of 18 are prohibited from using the Services. By accepting these Terms, You are representing that You are of the legal age to enter into legally binding agreements with Upfurnish in your applicable jurisdiction.

c. If You are agreeing to these Terms on behalf of a corporation, company, business, partnership, or other legal entity (“Business”), You represent and warrant that You are authorized to agree to these Terms on that Business’s behalf and bind them to these Terms, in which case, the references to “You” and “your” in these Terms, except for in this sentence, refer to that Business.

3. Changes to These Terms and Services

Upfurnish reserves the right to revise, change, modify, or remove any of these Terms, the Privacy Policy, and/or any of the Services offered (“Changes”).   Any Changes may be at any time and without notice, in Upfurnish’s sole discretion. Upfurnish will post the Changes in the applicable section of the Site and may also place a notice of the Changes on the Site. Further, Upfurnish will notify You of the Changes by sending You an email and/or by some other means.  Any use of the Services or Site after Upfurnish posts the Changes constitutes acceptance of the Changes. 

4. Furniture Rental Terms

a. Rental Plans. In order to rent Furniture from Upfurnish, You must sign up for a furniture rental plan (“Rental Plan”). The Rental Plan will set the duration of the Rental Plan (“Rental Period”) and the monthly recurring charge You will pay to rent the Furniture (“Rental Fee”). The Rental Plan, Rental Period, and Rental Fee that You select are incorporated into these Terms by this reference.

The Rental Fee will be charged in accordance with the specific terms of the Rental Plan You select. You agree to pay all applicable taxes in connection with your rental of the Furniture, which is not included in the Rental Fee displayed on the Site. The Rental Fee displayed when You select your plan is not inclusive of such taxes. The amount of the Rental Fee plus applicable taxes will be shown at checkout.

If You cancel your Rental Plan after the 14-day period set forth in Section 4(e), You will be charged the full remaining amount owed by You for the remaining portion of the Rental Period.  So, as an example, if your Rental Plan Fee is $100.00/month and You have five (5) months left in your Rental Period, You will be charged $500.00.

b. Billing and Payment.

We use a third-party payment processor (the “Payment Processor”) to bill You through the credit/debit card and billing information that You provided at the Site prior to submitting your order (“Billing Information”). You must provide and maintain current, complete, and accurate Billing Information, and any failure to do so will be a violation of these Terms and may result in You losing your right to Services and being in Default, as defined in Section 4(i) and being liable to Upfurnish for damages pursuant to Section 4(j).  You represent and warrant that You have the legal right to use the Billing Information You provided. In addition to the Terms, the processing of payments will also be subject to the terms, conditions, and privacy policies of the Payment Processor.  We are not responsible for any error by the Payment Processor. By signing up for a Rental Plan, You agree to pay Upfurnish, through the Payment Processor, all charges at the prices You agreed to and for the duration of time that You agreed to, and You authorize Upfurnish, through the Payment Processor, to charge your account associated with your Billing Information for each payment that You owe. Upfurnish reserves the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. If Upfurnish, through the Payment Processor, does not receive payment from You, You agree to pay immediately all amounts due upon demand.

Your Rental Fee is a recurring monthly charge that You agree to when You submit your order. By signing up for a Rental Plan, You acknowledge that there are recurring payment obligations and You accept responsibility for all recurring charges owed. UPFURNISH MAY SUBMIT PERIODIC CHARGES (including but not limited to the Rental Fee) BASED ON YOUR ELECTED RENTAL PLAN WITHOUT FURTHER AUTHORIZATION FROM YOU, UNLESS YOU PROVIDED A VALID ALTERNATIVE PAYMENT METHOD.  SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, PLEASE CONTACT US AT info@upfurnish.com.

c. Continued Authorization.
At the conclusion of the Rental Period set forth in the Rental Plan, You may continue to rent the Furniture on a month-to-month basis as set forth in Section 4(h)(i). If You continue to rent the Furniture, You agree to allow Upfurnish to use your Billing Information to charge You for applicable Rental Fees. Upfurnish may submit those charges for payment, and You will be responsible for such charges. You authorize us to charge the Rental Fee to the credit/debit card provided in your Billing Information, and/or any credit/debit card provided by You to Upfurnish thereafter.  If for any reason, a charge to the credit/debit card listed above is declined, and Upfurnish incurs charges, fees, costs, expenses, and/or damages (such as a nonpayment of fees), You agree to be personally responsible for each declined charge; any amounts due under the Terms and the Rental Plan, including but not limited to the Rental Fee; and any charges, fees, costs, expenses, and/or damages incurred by Upfurnish.  The aforementioned does not in any way waive Upfurnish’s right to seek payment directly from You.

d. Promotional Discounts. Upfurnish may offer discounted Rental Plans or other discounts or promotions (“Promotion”) from time to time. Any applicable sales and use taxes and services fees will be calculated based on the discounted Rental Plan value after the Promotion is applied. Each Promotion will have specific terms that govern that Promotion and You must comply with the terms of each Promotion in order to utilize that Promotion. You may not sell, assign, or transfer your Promotion. Upfurnish may modify or cancel any Promotion at any time. If You violate the Terms, Upfurnish reserves the right to cancel your Promotion, as well as cancel any Services You are using and You will be in Default as defined in Section 5(i) and will be liable to Upfurnish for damages pursuant to Section 5(j).

e. Delivery and 14-Day Return Period

Upfurnish will use commercially reasonable efforts to deliver the Furniture to the address You request while ordering (“Premises”).  All Furniture will be delivered unassembled. You will have 14 days from the date the order is placed to return the Furniture.  If goods are returned in that 14-day period, then there will be a restocking fee equal to 25% of the 3-month rental fee for that Furniture.

f. Pick-Up

(i)  You grant Upfurnish (including its employees, consultants, subcontractors, and agents) permission to enter your Premises for the purpose of picking up the Furniture, whether You are present or not. You are responsible for ensuring that there is sufficient access (whether you are present or not) and space for the pick-up, and that any staircases and lifts providing access are suitable for the pickup. If you are not present during pick-up, then you must notify and obtain written agreement from Upfurnish as to the method of access at least 24 hours before the scheduled pick-up.  You are responsible for moving fragile and/or delicate objects in your Premises which could be damaged during the pickup. To the extent any third-party consents or permissions are necessary for Upfurnish to pick-up the Furniture at your Premise, You will obtain all necessary consents and permissions prior to the delivery or pick-up.

(ii) If Upfurnish (including its employees, consultants, subcontractors, and agents), at its sole discretion, determines that there is insufficient access and space to complete the pick-up or is unable to complete the pick-up due to your violation of Section 4(f)(i), Upfurnish may terminate your pick-up. In the event of such termination, Upfurnish may charge You an amount equal to $100.

(iii) Initial delivery of the Furniture will be at no cost to You. Additionally, there will be no cost to you for Upfurnish’s initial attempted pick-up of the Furniture if at the end of your Rental Period You select the option in Section 4(h)(iii).  If, through no fault of Upfurnish, additional pick-up is required for the Furniture or the Furniture is picked up because you are in Default or for any other reason beside your selection of the option in Section 4(h)(iii) at the end of the Rental Period, then You may be charged $100.

g. Furniture Maintenance and Damages. You will be responsible for any damage or loss to the Furniture while in your possession, reasonable wear and tear excepted. You will not make any modification, alteration or addition to the Furniture, without Upfurnish’s written consent. Whether the Furniture is damaged or lost will be determined in Upfurnish’s sole discretion. In the event of damage or loss, Upfurnish will charge You the cost of repairing or replacing the Furniture, including materials, parts and labors, plus any applicable service fees. You will not pledge, encumber, or allow any lien to be attached to the Furniture or remove the Furniture from its Premises, without prior written approval of Upfurnish. 

h. Options at the End of the Rental Period. Upon the expiration of your Rental Period, You will have the option to (i) continue renting the Furniture on a month-to-month basis, paying the same monthly amount as Your Rental Fee, (ii) purchase the Furniture at 50% off the 3 month variant price, or (iii) return the Furniture so long as You have notified Upfurnish of your intention to do so prior to the last day of the Rental Period, and if on a month-to-month basis, then with at least one day’s notice before the end of the current month, although Upfurnish cannot guarantee that Furniture will be picked up prior to the expiration of your Rental Period or by any specific date. If You do not timely notify Upfurnish of which option You choose, You then agree to (i) above, and Upfurnish will continue to rent the Furniture to You on a month-to-month basis, paying the same monthly amount as Your Rental Fee.

i. Events of Default. The following events will give Upfurnish the right to demand any remedies set forth in these Terms (“Event of Default”) or otherwise available by law: (i) You fail to pay the Rental Plan Fee required under these Terms when due or payable, by acceleration or otherwise; (ii) Without Upfurnish’s prior written consent, You attempt to remove, sell, transfer, encumber, part with possession or sublet any Furniture to any third party or to permit a judgment or other claim to become a lien upon the Furniture; (iii) You fail to perform or observe any other covenant, condition, or agreement to be performed or observed by You under these Terms, and such failure or breach continues un-remedied for a period of fifteen (15) days after You become aware or are notified by Upfurnish of such failure or breach; (iv) You become insolvent, make an assignment for the benefit of creditors, or if any bankruptcy proceeding started by or against You; or (v) in the case of a Business, You suffer a dissolution or the termination of Your existence.

j. Upfurnish’s Remedies in the Event of Default. Upon the occurrence of any Event of Default that remains uncured for five (5) days after You receive notice from Upfurnish that such Event of Default has occurred and at any time thereafter, Upfurnish may, with or without canceling this Agreement, in its sole discretion, do any one or more of the following: (i)Terminate your order and/or Rental Plan; (ii) Charge your Billing Information (including any updated billing information) for an amount equal to the Manufacturer’s Suggested Retail Price (“MSRP”) of the Furniture and/or the Rental Fees for the full duration of your Rental Plan, such decision to be made by Upfurnish in its sole discretion; (iii) Repossess the Furniture without liability for suit, action, or other proceeding by You (any damages occasioned by such repossession being hereby expressly waived by you) and remove the Furniture from such Premises and any other materials belonging to You from the Furniture; or (iv) Exercise any other right or remedy that may be available to it under applicable law including, but not limited to, filing a civil action or arbitration as permitted by these Terms. All remedies stated herein or otherwise are cumulative with one another.

Provisions that, by their nature, should survive termination of these Terms shall survive termination including, but not limited to: any obligation You have to pay Upfurnish or indemnify Upfurnish; any limitations on our liability; any terms regarding ownership of intellectual property rights; any terms regarding your Reviews and Comments (as defined below); any terms regarding cancellation or termination of your account; terms regarding disputes between Upfurnish and You, including without limitation the warranty disclaimer in Section 9; the arbitration agreement in Section 10; and the Additional Terms in Sections 14 through 22.

5. Intellectual Property

The Site and the information, trade names, trademarks, service marks, logos, computer code, trade styles, copyright, and related functionality appearing, featured or otherwise, including but not limited to, text, graphics, data, articles, photos, images, and illustrations, displayed on the Site (collectively “Content”), are owned by Upfurnish, its affiliates, and its respective licensors.  Proper use is limited to use in connection with the products and services of the mark owner and no other use is permitted without Upfurnish’s prior written permission.  Any unauthorized use of the Site or its text, images, audio, and video may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.  You may not use any mark appearing on this Site.  You may not remove, obscure, or otherwise deface proprietary notices appearing on the Site, or any content or information.  You may not copy, modify, upload, republish, distribute, display, post, license, create derivative works from, or transmit anything You obtain from the Site, including anything You download from the Site, unless You first obtain our written consent or as permitted for personal use as described above.  Any rights not expressly granted herein are reserved to Upfurnish and its affiliates. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content not owned by You, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s rights, including but not limited to Upfurnish’s rights.

6. Reviews of the Site, Services, and Products

Upfurnish may allow You to post a review or reviews about the Site and the Services (“Review”) , which may be accessible to other users of the Site.   When posting a Review, You grant Upfurnish certain rights and licenses, which are subject to our Privacy Policy to the extent that the Privacy Policy relates to a Review.  The Review will also personally identify You by your username or some other moniker chosen by You.  For any Review posted by You or through your Account, You hereby grant Upfurnish a license to use, translate, copy, modify, and reproduce your Review. 

You agree that all the licenses that You grant Upfurnish are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when You delete your Upfurnish account, Upfurnish may stop displaying your Reviews to other users (if applicable) but is not required to do so. You can also remove your Review by specifically deleting it, but You understand and agree that, regardless of whether such Review is deleted by You or Upfurnish, it may not be possible to completely delete said content from Upfurnish’s records.  Further, your Review may remain viewable elsewhere to the extent that they were copied or stored by other users. Upfurnish is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any Review.  This clause shall be enforced to the maximum extent permitted by law.

7. Feedback, Comments, Proposals, and Suggestions

If You provide Upfurnish any feedback, comments, ideas, proposals, suggestions, improvements, enhancements, and/or feature requests relating to the Furniture or Services (collectively “Comments”), You hereby grant Upfurnish a license to use, translate, copy, modify, and reproduce your Comments.  You further grant Upfurnish a license to use, display, perform, and distribute your Comments. You understand and agree that Upfurnish, in performing the required technical steps to provide the Services may need to make changes to your Comments to conform and adapt those Comments to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

You agree that the license(s) to the Comments that You grant Upfurnish are royalty-free, perpetual, sublicensable, irrevocable, and worldwide.

You are solely responsible for all your Comments, and You represent and warrant that You have all rights that are necessary to grant Upfurnish the license rights in your Comments under these Terms. You represent and warrant that neither your Comments, nor any use by Upfurnish of your Comments will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.  Upfurnish, in its sole discretion, has the right to remove any and all Comments.  Nothing herein requires Upfurnish to take any action related to your Comments. 

 

8. Changes to the Services and the Site

Upfurnish may change, suspend or discontinue any part of the Services. Upfurnish will provide notice when Upfurnish makes a material change to the Services that affect you.   Similarly, Upfurnish reserves the right to remove any Content from the Site at any time, for any reason, in our sole discretion, and without notice.

9. Warranty Disclaimer
a. Upfurnish does not make any representations or warranties concerning any content on the Site or contained in or accessed through the Services, and Upfurnish will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. Upfurnish makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. You acknowledge and agree that Upfurnish will not be responsible for any losses (including but not limited to loss of revenue, profits, anticipated savings, goodwill or business opportunity, or any injury or damage to property, people or reputation) incurred due to a delay in delivery of Furniture or any damages to the Premises as a result of the delivery of Furniture. Upfurnish makes no representations or warranties regarding the Furniture for any use of the Furniture THAT IS different than its intended use, AS DETERMINED BY UPFURNISH IN ITS SOLE DISCRETION, and You agree that Upfurnish will not be responsible for any injuries or damages caused by any use of the Furniture that is not an intended use, AS DETERMINED BY UPFURNISH IN ITS SOLE DISCRETION.

b. Limitation of Liability. UPFURNISH’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS SHALL BE, AT UPFURNISH’S SOLE DISCRETION AND EXPENSE: (1) REPAIR; (2) REPLACEMENT; OR (3) REFUND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UPFURNISH BE LIABLE FOR ANY INDIRECT DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, COMMON LAW, OR ANY OTHER LEGAL THEORY, EVEN IF UPFURNISH OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. THE TOTAL LABILITY OF UPFURNISH WILL NOT EXCEED, IN THE AGGREGATE, THE FEES ACTUALLY PAID BY YOU TO UPFURNISH TO DATE UNDER THIS AGREEMENT. UPFURNISH SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UPFURNISH AND YOU.

 

10. Arbitration
a. Mandatory Arbitration of Disputes. You and Upfurnish agree that any dispute, claim, or controversy arising out of or related to your use of the Services and/or the Site; these Terms; or the breach, termination, enforcement, interpretation, or validity thereof, including any dispute relating to these arbitration provisions themselves, will be resolved through final and binding individual arbitration by a single arbitrator and not in a class, representative, or consolidated action or proceeding, except as set forth below. There will be no appeal of an arbitrator’s decision. This includes disputes arising out of or relating to interpretation or applicability of this “Arbitration” section, including its enforceability, revocability, or validity. This arbitration provision shall survive termination of these Terms.

b. Arbitration procedures and costs. You agree that the American Arbitration Association (AAA) will administer the arbitration under its Consumer Arbitration Rules. The arbitration will be held in Los Angeles County in California unless the arbitrator determines that venue to be unreasonably burdensome to You and in that instance, then the arbitrator will select where the arbitration will proceed.  The AAA rules will govern payment of all arbitration fees.

c. Injunctive and Declaratory Relief. Except as provided below, the arbitrator shall determine all issues of liability on the merits of any claim and may 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. Notwithstanding the mandatory arbitration agreement, either You or Upfurnish may bring an individual action in civil court that seeks solely injunctive or other equitable relief from a court. To the extent that either party seeks public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

In the event that the agreement to arbitrate does not apply to You or your claim, You agree that your claim will proceed before either the California Superior Court in Los Angeles County, California or the federal courts of the Central District of California, and not before any other court.

d. No Class Actions or Class Arbitrations. You agree that you will not file or pursue any dispute with Upfurnish as a plaintiff or class member in a class, consolidated, or representative action. Any claim You have with or against Upfurnish will only be filed and/or pursued on an individual basis and no class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are permitted.

11. Indemnification

To the fullest extent allowed by applicable law, You agree to indemnify and hold Upfurnish, its affiliates, successors, parent companies, subsidiaries, officers, directors, members, managers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual, incidental, and/or consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third-party claims relating to (a) your access to or use of the Services (including any actions taken by a third-party accessing or using your account) and/or the Site, (b) your Reviews, (c) your use of the Furniture, and (d) your violation of these Terms. In the event of such a claim, suit, or action or threatened claim, suit, or action (“Action”), Upfurnish will provide notice of the Action to You through the contact information You provided for your Account.  However, any failure of delivery of such notice shall not eliminate or reduce your indemnification obligations stated herein. You shall indemnify and hold Upfurnish harmless against any and all claims, demands, damages, losses, liabilities, costs, attorney’s fees and expenses made against or sustained by Upfurnish arising from or relating to any such Action.

12. California Specific – Waiver of Protections of Civil Code Section 1542

For California residents and those subject to the laws of California, You agree to and hereby do waive California Civil Code Section 1542, which says:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

By waiving Civil Code section 1542, You expressly agree that You are releasing any known and unknown claims as set forth above.  If you have any questions or concerns about this provision or any other provision within the Terms, we suggest that you speak with an attorney.

13. California Specific—Complaints

For California residents, in accordance and compliance with Civil Code § 1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

 

ADDITIONAL TERMS

14. Third-Party Interactions

Any information or content publicly posted or privately transmitted through your Account is your sole responsibility, and You access all such information and content at your own risk.  Further, Upfurnish is not liable for any errors or omissions in information or content posted on the Site or for any damages or loss of any kind You might suffer in connection with postings.  You acknowledge and agree that Upfurnish cannot control, and Upfurnish has no duty to take any action regarding, the content on the Site or any other Review by any other user.  You further acknowledge and agree that Upfurnish cannot control how You may interpret and use the Content or what actions You may take as a result of having been exposed to the Content.  You hereby release Upfurnish from any and all liability You may have or claim to have regarding the Content on the Site.  Upfurnish makes no guarantees or warranties regarding the identity of any users that You may interact with when using the Services, and Upfurnish is not responsible for any interactions that You have with others users of the Site or Services.

The Services may contain links to third-party websites or services that are not owned or controlled by Upfurnish. When You access third party websites or use third party services, You accept that there are risks in doing so, and that Upfurnish is not responsible for such risks in any way. You acknowledge and agree that third-party sites may be subject to terms and conditions and other policies that may differ from the Terms and Privacy Policy. 

Upfurnish has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, actions, omissions, or practices of or opinions expressed in any third-party websites or by any third-party that You interact with through the Services. You acknowledge that Upfurnish does not monitor, verify, censor, or edit the content of any third-party site or service. By using the Services, You release and hold Upfurnish harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Site or Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such organizations and/or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Upfurnish shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If a dispute arises between You and any users on the Site, or between users and any third-party, You agree that Upfurnish is under no obligation to become involved, unless compelled by lawful process.  In the event that You have a dispute with one or more other users, You waive and release Upfurnish, its directors, officers, employees, agents, assigns, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

15. Assignment You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way without Upfurnish’s prior written consent. Upfurnish may transfer, assign, or delegate these Terms and our rights and obligations without your consent. These Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
16. Choice of Law These Terms are governed by and will be construed solely and exclusively under the laws of the State of California, without regard to the conflicts of law provisions thereof or of any other State or jurisdiction.
17. Taxes and Duties

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Site and/or the Services, provided that Upfurnish may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit, and Upfurnish reserves the right to seek reimbursement from You if it pays any of the foregoing. The failure of either You or Upfurnish to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.

18. Headings

The headings contained in this Agreement are for convenience of reference only and shall not constitute a part hereof or define, limit, or otherwise affect the meaning of any of the terms or provisions in these Terms.

19. Severability

Any part, provision, representation, or warranty in these Terms that is prohibited or which is held by an arbitrator or court of competent jurisdiction to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions herein.  

20. Relationship Between the Parties

You hereby acknowledge and agree that You are not an employee, agent, partner, contractor, or joint venture of Upfurnish; You do not have any authority of any kind to bind Upfurnish in any respect whatsoever; and You will not represent to any third party that you have such authority.

21. Notices

Any notices or other communications provided by Upfurnish under these Terms will be given: (i) via email; (ii) by posting to the Services; or (iii) by any other means chosen by Upfurnish in its sole discretion. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

22. Entire Agreement

These Terms, the Privacy Policy, Rental Plan, the Rental Fee, and the duration of your Rental Period, constitute the entire and exclusive understanding and agreement between Upfurnish and You regarding your use of the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and You regarding the use of the Services. This notwithstanding, some parties to these Terms may additionally enter into other agreements with Upfurnish that modify or extend the provisions of these Terms (for instance, the continued renting of Furniture after the Rental period and/or the purchase of Furniture). In such cases, the various agreements between the parties should be read in conjunction.

Last Updated: October, 2021