Sale and Rental Agreement

Effective Date: July 13, 2021

The following Sale and Rental Agreement (“Agreement”) between you and Vince, LLC, also doing business as Vince (“we,” “our,” “us,” or “Vince”) describes the terms and conditions on which you may purchase, borrow and rent Products from us through the Service(s). By accessing or using any of the Service(s), you acknowledge that you have read, understood and agreed to be bound by this Agreement. Capitalized terms not defined herein shall have the meaning assigned to them in our Terms of Service. The provisions of this Agreement shall, to the extent possible, be interpreted so as to supplement the Terms of Service and to avoid any conflict between them. In the event of a conflict between this Agreement and the Terms of Service, the provision that is more protective of Vince shall control.

BY ACCESSING OUR SERVICE(S), YOU ARE ACCEPTING THESE TERMS. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED USE OF THE SERVICE(S) FOLLOWING THE POSTING OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO THESE TERMS WILL APPLY RETROACTIVELY.

1. MEMBERSHIP PLAN.

The following terms only apply if you rent or purchase Products by subscribing to Vince Unfold’s Rental Membership Program (“Membership”), as may be offered by Vince from time to time:

A. General Conditions.

You may rent or purchase Products by subscribing to the Membership. Once subscribed to a Membership, you will be entitled to rent up to a certain number of Products at any time from a range of Products designated on the Service(s), in accordance with the terms of the Membership plan that you register for as more fully described here for current monthly Membership Fees (each a “Membership Plan”). Subject to your compliance with this Agreement (including payment of fees), we do not impose any limitations on the time period during which you may keep any Product we have sent to you through your Membership Plan.

Products may be rented or purchased for use by individuals under 18 years of age, but only adults 18 (eighteen) years or older may purchase the Products through a Membership Plan with a payment card or other approved payment method. By agreeing to this Agreement, you represent that you are eighteen (18) years or older and that you are authorized to use the chosen payment method (including, without limitation, credit cards) for the purpose of purchasing or renting Products as described in this Agreement.

B. Condition; Use of the Products

The Products will be professionally cleaned and delivered ready to wear. Vince launders, dry cleans and inspects each Product with the utmost care, but use of the Product is at your own risk and Vince shall not be held liable for any health-related complaints associated with any Product.

You agree to treat the Products with great care, as if it was borrowed from your close friend. You are responsible for loss, destruction or damage to the Products due to theft, mysterious disappearance, fire, major stains or any other cause, other than normal wear and tear. Normal wear and tear encompass minor stains, rips, missing beads, stuck zippers or other minor damage covered by the insurance you paid for with your Membership for applicable Product(s). If you return a Product that is damaged beyond normal wear and tear, which determination shall be made at Vince’s sole discretion, then you agree that we shall charge you, and you shall pay, for the price for repairing or replacing the Product, as determined in our sole discretion.

C. 30 Day Free Trial

“30 Day Free Trial” offers are offered at the sole discretion of Vince, and are subject to discontinuation at any time, at Vince’s sole discretion. You must have a valid credit card, debit card, or PayPal account and Internet access to register and participate in the 30 Day Free Trial. New accounts that are eligible for a 30 Day Free Trial will be authorized on the first day of service for the full billing period payment associated with your plan. In some cases, your credit card available balance or credit limit will be reduced to reflect the authorization; however, no charges will be made against your credit card unless you do not cancel before the end of your 30 Day Free Trial period. While you can amend your Membership Plan during the 30 Day Free Trial, the modification will not apply until after the 30 Day Free Trial. At the end of your 30 Day Free Trial offer period, Vince will automatically bill your credit card for the next billing period of service. We will not notify you when your trial period has ended. You can view the date your 30 Day Free Trial ends in the account section on our site or by visiting Vince Unfold and looking in your membership details section.

If you or another family member of your household has been a subscriber of the Membership, you are not eligible for the 30 Day Free Trial. We consider your family household not eligible if your credit card account, physical address or email address have been associated with another active Vince Unfold Membership account prior to the day of account creation. Notwithstanding the foregoing, you may be eligible, at Vince’s sole discretion, to participate in other Vince Unfold free trial programs and promotions.

IF YOU CANCEL PRIOR TO THE END OF YOUR 30 DAY FREE TRIAL, THERE WILL BE NO CHARGES TO YOUR CREDIT CARD. See Section 1.G. below to learn more about cancellation. Vince reserves the right to cancel your 30 Day Free Trial if you, in Vince’s sole discretion, violate any of this Agreement and conditions or any applicable law, register and subscribe via deception, forgery, fraud, or commit any other abuse of the Vince Unfold 30 Day Free Trial program. Violations of this Agreement and condition include, but are not limited to, creating duplicate accounts under another name, email, or address in order to obtain more than one 30 Day Free Trial.

D. Gift Memberships

The following additional terms and conditions apply to the sale, use and redemption of Vince Unfold’s electronic-only “digital” gift memberships (collectively, “Gift Memberships”). Purchase and use of a Gift Membership constitutes acceptance of this Agreement. The terms in this Section are subject to the Terms of Service and in addition to the terms in this Section, the purchase, use, and redemption of Gift Membership are considered part of the Services subject to this Agreement generally. Capitalized terms not defined herein shall have the meanings ascribed to them in the Terms of Service.

Redemption and Use

Gift Memberships may only be purchased online. Gift Memberships are redeemable only for eligible prospective and current Members, as determined at Vince's sole discretion. Limits may apply to the redemption and use of Gift Memberships. A Gift Membership may only be used towards the Membership Fee and cannot be used to purchase Products or other Gift Memberships. When a Gift Membership is redeemed and activated, the total value of the Membership Fee and sales tax will be deducted from the currently available Gift Memberships balance and your subscription will simultaneously begin. At the end of the Gift Membership term, you will automatically be billed the applicable Membership Fee and thereafter the Membership Fee will automatically renew; you will be billed monthly unless you cancel your Membership prior to the expiration of your Gift Membership. Your Gift Membership term will expire on the date designated in the Gift Membership notification. Your Gift Membership cannot be paused. The Gift Membership number will be delivered to the recipient’s email address that purchaser provides at the time of purchase of the Gift Membership. Purchaser is responsible for providing an accurate and deliverable recipient email address. The recipient will usually receive the Gift Membership via email either within twenty-four (24) hours, or on the delivery date the purchaser chooses, so long as the delivery date occurs within ninety (90) days from the purchase date. For assistance with a Gift Membership, please reach out to customer service at support@vinceunfold.com or call 1-844-265-5582.

Expiration and Fees

There is no expiration date to activate your Gift Membership and it is not subject to any fee. Gift Memberships are final and not redeemable, transferable, or exchangeable for cash or any value (except as required by law). Gift Memberships cannot be reloaded and are not refundable.

Lost, Stolen, or Damaged Gift Membership; Unauthorized Use

You should treat your Gift Membership like cash and protect it accordingly. Title to and risk of loss for Gift Memberships passes to the purchaser upon sale. Vince reserves the right to refuse to accept Gift Memberships that Vince believes were fraudulently obtained. Vince is not responsible if a Gift Membership is lost, stolen, destroyed, damaged, or used without permission. At Vince’s sole discretion, Gift Memberships may be replaced if lost, stolen or damaged only with proof of purchase and only for the value shown on Vince's records. Vince is not responsible if your Gift Memberships is used without your permission.

Cancellation of Membership

If you cancel your Gift Membership, your account will expire at the end of the Gift Membership term and your account will be deactivated. After your cancellation request, you’ll be able to continue to use the Service for the remainder of your Gift Membership term. When the Gift Membership term expires, your cancellation will take effect and you will no longer be able to use the Service(s).

E. Membership Fees

If you subscribe to a Membership, Vince will charge you a prepaid fee or a monthly fee (the “Membership Fee(s)”) that will automatically renew, and you will be billed monthly at the then current fee to your payment method on file. The current monthly Membership Fees are set out here for current monthly Membership Fees, but are subject to change at our discretion and any such change will be effective for any subsequent Membership renewal. You hereby authorize Vince or our third-party payment processor to charge your payment card for the applicable Membership Fees on a monthly or recurring pre-pay basis until you cancel. The Membership Fees include shipping and limited insurance, covering minor mishaps but not significant damage, loss or theft. Fees are non-refundable except as expressly set forth below. Taxes may apply on Membership Fees. If you fail to make payment of the Membership Fees, then Vince, at its sole discretion, may terminate your Membership or suspend shipment of Products to you. Further, if you do not pay the amounts you owe to Vince when due, then Vince will need to institute collection procedures. You agree to pay Vince’s costs of collection, including without limitation reasonable attorneys’ fees.

F. Returns

With each shipment of Products we send you, we will include one Return Packaging (as further described in Section 3 below), which you shall use to return all of the Products you currently have. When we receive any returned Products from you, the next shipment we send you the appropriate number of available Products permitted in your Membership. We will use commercially reasonable efforts to send you new Products promptly upon processing your return, but you acknowledge that as a result of processing and delivery, there will be a delay between your return of Products and receipt of a new Product. You agree to return any Product using the Return Packaging.

G. Changes to Membership; Termination

You acknowledge and agree that we may limit your particular Membership Plan, including but not limited to, restricting orders placed under a single customer account, payment card, or billing or shipping address. We reserve the right to limit, cancel or prohibit any Membership Plan or sale of Products for any reason in our sole discretion, including but not limited to availability and geographic concerns. We reserve the right to modify (including the Membership Fee) or terminate your Membership at our sole discretion without prior notice. If we terminate your Membership, we will provide you with, as determined in our sole discretion, either (a) a prorated refund for the remainder of your current applicable Membership Fee, or (b) continued access to Membership for the remainder of that applicable period, in accordance with this Agreement. However, we will not give any refund for termination related to conduct that, in our discretion, violates any terms set out in our Terms of Service, this Agreement, FAQ, Membership Plan, or any applicable law. Prior to the end of that period (or, if we do not provide you with continued access to Membership, immediately upon our termination of your Membership), you must also return to Vince all Products you have received in connection with your Membership.

H. Cancellation of Membership

There are no refunds to a Membership. Your monthly Membership subscription automatically renews and you will be billed monthly. To cancel your Membership, click on the link in your Membership receipt email at support@vinceunfold.com or call us at 1-844-265-5582. As soon as you cancel, you will not be eligible to receive any additional Products through our Services. You may continue to keep Products you have already received through your Membership, but you must return to Vince all such Products on or before the last day of the applicable Membership subscription period during which you cancel. If we don't receive the Product(s) on time, you will be charged up to 100% of the Retail Price set forth on the Services of the Product(s). You will not be entitled to any refund on Membership Fees you have paid.

I. Limited Warranties

The following are the limited warranties Vince provides in connection with a Product rented through the Membership. Vince’s liability to you for failure to comply with any of these warranties is limited and determined by Vince. The limited warranties set out in this Section apply only to you and may not be assigned, sold or transferred to any third party. No other warranties are granted by Vince in connection with the Services or Products. The limited warranties shall not apply to any matters arising from your violation of this Agreement. YOUR SOLE AND EXCLUSIVE REMEDY AND VINCE’S SOLE AND EXCLUSIVE LIABILITY WILL BE FOR VINCE TO USE COMMERCIALLY REASONABLE EFFORTS TO REPLACE THE NON-CONFORMING PRODUCT IN A TIMELY MANNER OR ISSUE A REFUND FOR THE NON-CONFORMING PRODUCT, AS APPLICABLE (EXCLUDING INSURANCE AND DELIVERY CHARGES).

J. Lost Items

We are not responsible for any items, including personal items, that are left in the Products and returned to Vince. If you believe you have accidentally or otherwise sent us any such items, please contact customer service as soon as possible at support@vinceunfold.com or call us at 1-844-265-5582. Our staff may assist in attempting to locate such items at your request, but are not obligated to and assume no liability for doing so.

2. SALES TERMS.

A. General Conditions.

You acknowledge and agree that only those Products designated by us on the Services as available for purchase are eligible for purchase by you. You also acknowledge that only account users of the Service(s) are eligible to purchase Products on the Services. UNLESS OTHERWISE INDICATED, THE PRODUCTS FOR SALE MAY HAVE BEEN PREVIOUSLY USED BY OTHER CUSTOMERS AND ARE NOT NEW, AND ALL SALES ARE FINAL AND “AS IS.” Vince will professionally clean and inspect the Products before they are delivered to you. However, all Products are sold on an “as is” basis, without any warranty whatsoever, and all Product sales are final and not eligible to be returned to Vince. For more information on purchasing or returning a purchased Product from Vince, please review our Frequently Asked Questions page.

B. Purchase Price

The purchase price (“Purchase Price”) for Products will be the purchase fee and delivery charges listed on the Services in connection with your purchase of the Products. The Purchase Price is a dynamic price that may change based on a number for factors, including but not limited to the Original Price, rental history of the Product, and current trends. Vince reserves the right to alter Purchase Price, discounts, or availability of any particular item at its discretion and without notice. Upon your purchase order for a Product, you hereby authorize Vince to charge your payment card the Purchase Price. We will charge your payment card the amount of Purchase Price immediately upon your purchase order. Purchase Prices exclude all state and local taxes, GST, fees, customs, duties, levies and other governmental assessments (collectively “Taxes”), all of which shall be paid by you directly and which may be included at time of checkout on the Vince and/or Vince Unfold website, or if paid by Vince, shall be paid by you to Vince in connection with your purchase order; provided, the Purchase Price for Products purchased through our Services is inclusive of Taxes. Unless otherwise indicated, all purchases are final and cannot be cancelled and returned. Note that Purchase Price may not be the same as “Retail Price” (which is also referred to as “Original Price”) for Product. “Retail Price” or “Original Price” is the first offered price for sale of the Product on an official brand site, potentially in previous months or seasons, and does not address any intermediate markdowns that may have been taken in later months or seasons.

C. Your Responsibility

You acknowledge and agree that upon delivery of any Products from Vince, YOU BEAR RESPONSIBILITY FOR THE PRODUCT(S) INCLUDING SECURING PERSONAL RECEIPT OF THE PRODUCTS FROM THE AUTHORIZED MAIL CARRIER. You acknowledge that a Secure Shipping Address is highly recommended. A “Secure Shipping Address” means a location that you provide where you can physically and securely receive Product(s). In the event that an un-secure shipping address is provided, Vince does not bear liability for Products left unattended. Furthermore, you acknowledge that providing anything other than a Secure Shipping Address may result in delivery delays and additional delivery fees for which Vince will not be liable. You will be liable for all such delays and additional delivery fees.

3. SHIPPING AND RETURNS

All deliveries will be through Vince’s shipping partners, which may change from time to time at Vince’s discretion. The shipping method used will be at the discretion of Vince. We will email you a tracking number that provides information about estimated delivery and arrival times of Products through the Services. With delivery of Products through the Services (including but not limited in connection with the Membership and Borrow Program (as defined below)), Vince will provide you with a pre-paid, pre-addressed mailing envelope (as the case may be) as well as instructions for your use in returning the Products to Vince (“Return Packaging”). For eligible Products purchased and delivered through our Services, the third-party partner brand suppliers may provide a pre-paid, pre-addressed label with instructions for your use in returning the Products to the brand (“Supplier Return Packaging”). If you lose the Return Packaging or Supplier Return Packaging, please contact us at support@vinceunfold.com or call us at 1-844-265-5582 to request new Return Packaging. Notwithstanding the foregoing, you acknowledge and agree that Vince will not be responsible or liable for providing any Supplier Return Packaging.

4. BORROW PROGRAM

The following additional terms only apply if you borrow or purchase Products through our Service(s) on an individual basis (“Borrow Program”), as may be offered by Vince from time to time:

A. General Conditions

You may borrow or purchase Products through the Borrow Program. By using our Services through the applicable “Borrow” link provided by Vince on its e-commerce website for the specific Product available under the Borrow Program, you will be entitled to borrow such Product for a fee based on the amount of time you keep the Product for (the “Borrow Period”) in accordance with Section 4(C) below. You also have the option to buy the Product by paying the Product’s Purchase Price (as defined in Section 2 above), which shall be discounted by any daily usage fees you may have paid during the Borrow Period. ALL BORROW PROGRAM ORDERS ARE FINAL, AND NO REFUNDS WILL BE PROVIDED.

Products may be borrowed or purchased for use by individuals under eighteen (18) years of age, but only adults eighteen (18) years old and older may borrow and purchase the Products through the Borrow Program with a payment card or other approved payment method. By agreeing to this Agreement, you represent that you are eighteen (18) years or older and that you are authorized to use the chosen payment method (including, without limitation, credit cards) for the purpose of purchasing or borrowing Products as described in this Agreement.

B. Condition; Use of the Products

The Products available under the Borrow Program will be professionally cleaned and delivered ready to wear. Vince launders, dry cleans and inspects each Product with the utmost care, but use of the Product is at your own risk and Vince shall not be held liable for any health-related complaints associated with any Product.

You agree to treat the Products with great care, as if it was borrowed from your close friend. You are responsible for loss, destruction or damage to the Products due to theft, mysterious disappearance, fire, major stains or any other cause, other than normal wear and tear. Normal wear and tear encompass minor stains, rips, missing beads, stuck zippers or other minor damage. If you return a Product that is damaged beyond normal wear and tear, which determination shall be made at Vince’s sole discretion, then you agree that we shall charge you, and you shall pay, for the price for repairing or replacing the Product, as determined in our sole discretion.

C. Borrow Program Fees

By confirming a Borrow Program transaction, we will charge you a fixed fee (the “Paid Through Fee”) to borrow the Product for a fixed Borrow Period offered to you through our Services at the time of such transaction (the “Paid Through Period”). If you do not return the Product within the Paid Through Period, then the Borrow Period will automatically extend and we will charge you a daily fee plus applicable taxes (collectively, the “Daily Usage Fee”) for each additional day you continue to borrow the Product. You will be billed weekly for the accrued Daily Usage Fee to your payment method on file. If the total Daily Usage Fee equals the Purchase Price (as described in Section 2) of the Product, you may keep the Product at no additional cost. You hereby authorize Vince or our third party payment processor to charge your payment card for the Paid Through Fee upon confirmation of a Borrow Program transaction, and any applicable Daily Usage Fees (collectively with the Paid Through Fee, the “Borrow Fees”) on a weekly basis, until you return your Borrow Product, or once your Borrow Fees equals the Purchase Price for the Product. You may also choose to buy the borrowed Product at any time during the Borrow Period; if you choose to buy the Product, we will apply any Daily Usage Fees, net applicable taxes, already paid as a discount towards your purchase. The current Borrow Fees are subject to change at our discretion and any such change will be effective for any subsequent borrowing under the Borrow Program. The Borrow Fees include shipping and limited insurance, covering minor mishaps but not significant damage, loss or theft. Fees are non-refundable except as expressly set forth below. Taxes may apply on Borrow Fees. If you fail to make payment of the Borrow Fees, then Vince, at its sole discretion, may terminate your account or suspend your use of the Services. Further, if you do not pay the amounts you owe to Vince when due, then Vince may institute collection procedures. You agree to pay Vince’s costs of collection, including without limitation reasonable attorneys’ fees.

D. Returns

When you are ready to return your Borrow Program Product and end your Borrow Period, you will notify us of your intention to return on your account page. Once you confirm your intention to return your Product and end your Borrow Period, (a) we will stop charging you any additional Daily Usage Fees and settle outstanding daily usage charges, and (b) you have seven (7) days to return the Product. If you do not return the Product within the seven (7) day period, we will charge you for the late return of the Product up to the Retail Price of the Product set forth on the Services, plus applicable sales tax. We will provide you with a Return Packaging (as further described in Section 3 above), which you shall use to return the Product you borrowed. You agree to return any Product using the Return Packaging.

E. Changes to Borrow Program; Termination

We reserve the right to limit, cancel or prohibit any Borrow Program transaction for any reason in our sole discretion, including but not limited to availability and geographic concerns. We reserve the right to modify this Agreement (including the Borrow Fees) or terminate your Borrow Program order at our sole discretion without prior notice. If we terminate your Borrow Program order, we will not charge you for the Borrow Program order, or if we have already charged you, we will provide you with a refund for the Borrow Program order. However, we will not give any refund for termination related to conduct that, in our discretion, violates any terms set out in our Terms of Service, this Agreement, FAQ, or any applicable law.

F. Limited Warranties

The following are the limited warranties Vince provides in connection with a Product borrowed through the Borrow Program. Vince’s liability to you for failure to comply with any of these warranties is limited and determined by Vince. The limited warranties set out in this Section apply only to you and may not be assigned, sold or transferred to any third party. No other warranties are granted by Vince in connection with the Services or Products. The limited warranties shall not apply to any matters arising from your violation of this Agreement.

YOUR SOLE AND EXCLUSIVE REMEDY AND VINCE’S SOLE AND EXCLUSIVE LIABILITY WILL BE FOR VINCE TO USE COMMERCIALLY REASONABLE EFFORTS TO REPLACE THE NON-CONFORMING PRODUCT IN A TIMELY MANNER OR ISSUE A REFUND FOR THE NON-CONFORMING PRODUCT, AS APPLICABLE (EXCLUDING INSURANCE AND DELIVERY CHARGES).

G. Lost Items

We are not responsible for any items, including personal items, that are left in the Products and returned to Vince. If you believe you have accidentally or otherwise sent us any such items, please contact customer service as soon as possible at Vince Unfold at support@vinceunfold.com and/or Vince at clientservices@vince.com. Our staff may assist in attempting to locate such items at your request, but are not obligated to and assume no liability for doing so.