Last Updated: June 5, 2018
These Terms govern how claims you and thredUP have against each other can be brought and will require you to submit claims you have against thredUP to binding and final arbitration on an individual basis, not as a plaintiff or class member in any class, group or representative action or proceeding. If you do not agree to be bound by these Terms, you may not use or access the Services or purchase any of the offered products.
thredUP is an apparel resale marketplace, offering a convenient option for shopping and selling quality secondhand women's and children's clothing, shoes and accessories. Please visit our Support Center for additional detailed information on how our Services work.
Please note that thredUP is an independent reseller of like-new clothing and accessories and is not affiliated with or endorsed by any designer, manufacturer, retailer or brand of the items that are listed through our Services. All third party brand names and logos used in any commercial context by thredUP are trademarks and/or registered trademarks of their respective holders.
Privacy and Data Retention
thredUP will retain your information as long as we deem necessary. You may inform us of any changes or requests about your personal data, and in accordance with our obligations under local data protection law, we will use all reasonable means to update or delete your personal data accordingly. However, thredUP will retain and use your information as necessary to comply with our legal obligations, resolve disputes and enforce our agreements. thredUP reserves the right at all times to disclose any information as thredUP deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
You are hereby granted a non-transferable, non-sublicensable, limited, revocable, right and license to access and make use of the Website for your own exclusive benefit and solely for the purposes intended by the Website ("License"). The scope of your License right and use of the Website's facilities is determined by the membership level for which you have registered. If it is intended that the Website and Information contained therein be used by users (whether persons or entity) other than you, you will require a separate License for each such said user.
thredUP periodically publishes sweepstakes offers through email, social media or other channels. Each offer will contain the specific details for the sweepstakes offer and a link to our official rules.
In order to use the Services, you must register an account with thredUP directly or through a third party service (a "TPS") such as Amazon or Facebook. By enabling TPS access, you are allowing us to pass your login information to these service providers for this purpose. In addition, you are allowing us to access, make available, and store any information, content, or other materials that you have provided to or stored in your TPS account. You can revoke our access to any TPS at any time by disconnecting your TPS account via your thredUP account.
Please remember that the manner in which a TPS uses, stores and discloses your information is governed solely by the policies of such TPS and thredUP shall have no liability or responsibility for the privacy practices or other actions of any TPS that may be enabled within the Services.
You also represent and warrant that you (a) have not previously been suspended or removed from the Services; (b) do not have more than one account; and (c) that you have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party.
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. thredUP reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created under these Terms or your use of the Services.
Right to Access
The Services are not targeted towards, nor intended for use by, anyone under the age of 13. For example, thredUP does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under the legal age of majority in your jurisdiction (usually 18), you may use the Services only with involvement of a parent or guardian. By using the Services, you represent and warrant that you are 13 years of age or older. If you are not at least 13 years of age, do not access, use or register for an account. In addition, you may not make a purchase from our Sites unless you are at least 18 years of age.
IF YOU ARE A PARENT OR GUARDIAN THAT PROVIDES CONSENT TO A MINOR'S REGISTRATION WITH AND USE OF THE SERVICES AND WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH MINOR'S USE OF THE SERVICES AND WEBSITE.
Consent To Receive Emails
By creating an account, you agree that you may receive communications from thredUP, including, but not limited to, newsletters, promotions, special offers, account reminders and updates. You also understand that you can remove yourself from these communications by clicking the "Unsubscribe" link in the footer of the actual email.
Transactions and Pricing
In order to make a purchase using the Services, you must have a valid payment method on file with us. You are responsible for paying all fees and applicable taxes associated with our Services. If your payment method fails, or your account is past due, we may collect fees owed using other collection mechanisms. This includes, without limitation, charging other payment methods on file with us, retaining collection agencies and for accounts over 180 days past due, deducting the amount owed from your approved online payment account. To ensure uninterrupted service and to enable you to conveniently make additional purchases, thredUP will store and update (e.g. upon expiration) your payment method on file.
The strikethrough price shown next to any listed item represents the estimated original retail price of a comparable item of the same quality, construction and material offered elsewhere in new condition. If more than one strikethrough price is shown, the highest-priced strikethrough price next to the item represents the estimated original retail price referenced above and the lower-priced strikethrough price represents the original listed price on thredUP. While we acknowledge that pricing is not an exact science, we strive to provide fair and accurate pricing information. Our reference prices are set by a seasoned team of merchants who monitor market prices for the brands and styles that we sell. If the comparison price is an important factor in your purchasing decision, we recommend that you do your own comparison shopping as well.
Our inventory availability and listing prices are subject to change at any time without notice. In order to maximize the selection of items available for sale, thredUP reserves the right, in its sole discretion, to limit the amount of time an item may remain in a customer cart. Unfortunately, at times pricing or typographical errors may occur. In the event that an item is listed at an incorrect price or contains incorrect information due to an error in pricing or product information, thredUP reserves the right, at our sole discretion, to refuse or cancel any orders placed for that item.
To the fullest extent permitted by law, we reserve the right to cancel any promotion, discount, coupon or similar incentive before its originally stated expiration date without notice and at our sole discretion. Please note that only one account per delivery address may be eligible for new customer and first-time purchase codes and discounts. Except as otherwise stated, all prices are quoted in U.S. Dollars and all promotions are limited to U.S. customers.
For additional information on transactions and pricing, please visit our Support Center.
While we attempt to be as accurate as possible, thredUP does not warrant that product descriptions or other content of any Services is accurate, complete, reliable, current, or error-free. We have made every effort to display as accurately as possible the colors and styles of our products. We cannot guarantee that your computer monitor's display of any color or style will be accurate. If a product offered by thredUP is not as described, your sole remedy is to return it in unused condition.
For additional information on our products, please visit our Support Center.
Upfront and Consignment Payouts
After your Clean Out Bag has been processed, thredUP will inform you whether any of your items have been accepted and listed on our Services and whether such listed items qualify for upfront or consignment payout. Any such determinations, including without limitation: (i) whether an item is accepted or rejected, (ii) whether an accepted item is designated for upfront or consignment payout, (iii) the non-negotiable upfront payout amount offered for an item or (iv) the listing price for a consignment item, will be made in thredUP's sole discretion and may be based on a variety of factors including seasonality and the composition of our existing inventory. thredUP reserves the right to adjust its criteria for upfront and consignment payout eligibility at any time without notice.
We want you to be 100% satisfied with our Services. If you are less than satisfied, please contact our Customer Service by email at firstname.lastname@example.org so that we can help you resolve the issue.
Items that are accepted and listed based on the upfront payout method are items that are generally on-trend, in-season, in great condition, and likely to sell quickly (as determined in thredUP’s sole discretion). By sending us your items, you acknowledge and agree that Items selected by thredUP for an upfront payout immediately and irrevocably become property of thredUP and may not be returned. Upfront listings and payouts are final and non-negotiable.
Once items are processed, your account will be automatically credited with your payout earnings according to our payout estimator. Please note that payout calculations are estimates and may be subject to change from time to time without notice. For the first 14 days, any upfront payout earnings can be applied towards purchases from thredUP.com. Your credits will appear at checkout. After 14 days, you can choose to cash out via PayPal or thredUP Visa Prepaid Card.
Items that are accepted and listed on the consignment payout method are items that are generally off-season, in great condition, or otherwise expected to take longer to sell (as determined in thredUP's sole discretion). Such items remain listed on the Website for consignment for up to 84 days. After the initial 7 days the item is listed, you may reclaim the consignment item if it has not sold or is not in a customer's shopping cart. After 84 days, your unsold listing will expire and you will have 14 days to reclaim your item. After the 14 day reclaim period, any unsold items will automatically become property of thredUP and you will not receive any further payout.
thredUP will set the initial listing price for consigned items in accordance with our payout estimator. Please note that payout calculations are estimates and may be subject to change from time to time without notice. At any time before an item sells or is reserved in a customer's cart, you may log in to your account to change the listing price of your consigned item, but you may not increase the price higher than the estimated retail price set by thredUP. Any adjustment you make to the listing price will affect the payout amount you receive if your item sells, but the initial payout tier (i.e. the percentage of the selling price you earn) will remain the same. If your consignment item takes more than 45 days to sell, your payout will be reduced accordingly by any discounts or promotions applied by the purchasing customer.
Once your consigned item is sold, your account will be credited with your consignment payout according to our tiered payout schedule. Please note that your consignment payout will not be affected in the event that the purchasing customer returns the item.
For additional information on payouts and consignment, please visit our Support Center.
thredUP LUXE accepts women’s luxury designer clothes, handbags, and shoes from our approved designer brands list. You may request a price estimate for your items by emailing email@example.com. LUXE items are authenticated by our specially trained authentication team and unaccepted items will be automatically returned to you for free. The initial listing price is determined based on a variety of factors and may be adjusted by you after 24 hours.
If you are using the LUXE, please see https://www.thredup.com/luxe for additional terms which are incorporated into these Terms by reference.
Please contact us at firstname.lastname@example.org with any questions.
Donation Clean Out Bags
thredUP may offer you the option to elect to donate the contents of your Clean Out Bag to one of our designated charity partners. By electing to donate, you authorize thredUP and/or its affiliates to receive your donation on behalf of the charity partner. At its discretion, thredUP and/or its affiliates may elect to purchase all or a portion of the contents of your Clean Out Bag from the charity partner whereupon the proceeds of such transaction will be transferred to the charity partner. You will not receive a payout for items in your Donation Clean Out Bag.
For additional information on donations, please visit our Support Center.
When you request a Goody Box – a collection of clothing curated by us and customized for you from our thredUP inventory – it constitutes an offer to purchase the items provided in your Goody Box. We may accept your offer by processing your non-refundable deposit. All items provided in your Goody Box will be deemed accepted by you upon shipment, and title to and risk of loss passes to you when we provide the Goody Box to a common carrier. Goody Boxes may only be shipped to U.S. addresses – excluding Alaska and Hawaii.
You may return any items provided in your Goody Box within seven (7) days of receiving your box. Items must be returned in the same condition in which you receive them (e.g. 'New with Tags' items must be returned with original tags still attached). You are responsible for paying for all unreturned items in your Goody Box.
We will charge you a non-refundable deposit to your credit card or other authorized payment method when you request a Goody Box. For the items you choose to keep, the non-refundable deposit will be credited towards the purchase price of those items. For any unreturned or damaged items, you authorize us to charge your credit card or other payment method, including any authorized credit card on file or any shopping credit in your account.
Since all of our items are unique, we cannot provide exact pricing before your box is curated; however, you will be able to see the price of each item when your box arrives. Discounts and promotions may not be applied to Goody Boxes.
For more information on Goody Boxes, please contact us at email@example.com.
Return and Refund Policy (U.S.)
Except as otherwise stated, you have 14 days after receiving your order to decide if you want to keep or return your items. Returned items will be credited back to you for the full amount of the purchase price in the refund method you choose, either in the form of thredUP online shopping credit or in your original form of payment. If you choose to receive a refund in your original form of payment, a return shipping fee will be deducted from your refund amount. If you choose to receive thredUP shopping credit, thredUP will provide you with a prepaid return label. However, customers initiating more than one return per month will be responsible for the cost of return shipping. Please note items purchased with thredUP shopping credit will always be refunded back as shopping credit. Original shipping charges will not be credited or refunded when returning items. To qualify for thredUP shopping credit or a refund, all items must be in the same condition in which you received them.
In order to keep our prices low, certain items may be subject to restocking fees in addition to any applicable return shipping fees. If an item is subject to a restocking fee, we will clearly display the restocking fee in the Item Details section as well as in the returns process.
For information on how to create an order return, please click here.
Handbags and final sale items are non-returnable. However, we do guarantee the quality and authenticity of handbags. If you have questions regarding a handbag or final sale item that was purchased, please visit our Support Center.
Return Assurance (Clean Out Bags)
You may choose to add Return Assurance for an additional fee for each Clean Out Bag you request (other than Donation Clean Out Bags). If you select Return Assurance, thredUP will return items that we do not accept. If you do not add Return Assurance to your Clean Out Bag, thredUP will not return unaccepted items.
Please visit our Support Center for more information.
Non-Cashoutable Shopping Credit
Unless otherwise stated, all non-cashoutable shopping credit will expire on the latter of one (1) year after issuance or one (1) year from your most recent purchase date or Clean Out Bag processing date. thredUP will send shopping credit expiration reminders to your email address on file so please make sure sure our communications do not end up in your spam folder and that you remain subscribed to our mailing list.
Please contact us at firstname.lastname@example.org for any questions.
Special Note on Authenticity
thredUP prohibits the sale of counterfeit apparel and complies with all applicable laws pertaining to the trafficking of counterfeit apparel. If thredUP cannot verify the authenticity of an item in your Clean Out Bag, it will not be listed regardless of its condition. You acknowledge and agree that thredUP's authentication process is in-house and independent. Brands sold on the Website are not partnered or affiliated with thredUP in any manner. However, thredUP fully cooperates with brands seeking to track down the source of counterfeit items, which includes revealing the contact information of consignors submitting counterfeit goods. Please see our Acceptance and Quality Standards for more information.
International Shipping and Return Policy
thredUP has partnered with Borderlinx to offer international shipping. Please see our International Shipping Terms and Conditions, which are incorporated by reference, for more information.
thredUP, its officers, directors, employees, affiliates, agents and/or representatives, shall not be liable for any loss or liability resulting, directly or indirectly, from delays, interruptions and/or inability to provide you access to the Website and/or Services, for any cause not within the control of thredUP, including without limitation, due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war or other like causes. thredUP shall have no responsibility to provide you access to the Website and/or Services, while interruption of the Website or Services due to any such cause shall continue.
With respect to your account and thredUP's account handling service provider ("Account Service Provider"), you hereby: acknowledge that (i) services rendered by Account Service Provider to thredUP are provided on an independent contractor basis and (ii) nothing herein shall be construed as creating a joint venture, partnership or for sale agency by and between Account Service Provider and Company.
Intellectual Property Rights
You acknowledge and agree that the Services may contain images and descriptions of fashion items and other content (collectively, "Service Content") that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by thredUP you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part. In connection with your use of the Services you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Services other than as specifically authorized herein is strictly prohibited. The technology underlying the Services (including the Software distributed in connection therewith) is the property of thredUP, our affiliates and our partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Services (including the Software). Any rights not expressly granted herein are reserved by thredUP.
THREDUP® is a registered trademark in the U.S. Patent and Trademark Office. These and any other thredUP product or service names or slogans displayed through the Services are trademarks of thredUP. You may not copy, imitate or use them, in whole or in part, without our prior written consent. In addition, the look and feel of thredUP is the service mark, trademark and/or trade dress of thredUP and you may not copy, imitate or use it, in whole or in part, without our prior written consent. Other company, product, and service names and logos used and displayed through the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to thredUP and may not be used by you without permission. Any use of such marks, or any others displayed on through the Services, will inure solely to the benefit of their respective owners.
thredUP respects the intellectual property of others. If you believe, in good faith, that any materials on the Services infringe upon your copyrights, you may file a DMCA Notice of Alleged Infringement according to the process set out in the U.S. Digital Millennium Copyright Act. with our Designated Copyright Agent:
When submitting a DMCA Notice of Alleged Infringement, please provide us with this information:
- A physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and email address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
By using the Services, you may submit or publish various forms of media content and written communications as well as photos, captions, suggestions, ideas, comments, questions, or other information (collectively, "User Content"), so long as the User Content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of a payment method or other User Content. thredUP reserves the right to use, remove, edit or report such User Content, but is not obligated to regularly review nor monitor User Content. You acknowledge and agree that any User Content provided by you to us are non-confidential and shall become the sole property of thredUP if thredUP should choose to use the User Content. thredUP shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of User Content for any purpose, commercial or otherwise, without acknowledgment or compensation to you. If thredUP does include your User Content, or any part thereof, you are deemed to have granted thredUP a nonexclusive, royalty-free, perpetual, unlimited, irrevocable, and fully assignable and sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from your User Content, and distribute and display your User Content throughout the world on any media or platform.
The Website includes our #secondhandfirst page, located at www.thredup.com/bg/category/secondhandfirst, which pulls User Content from our users who share photos and videos on Instagram using our brand hashtags, including, without limitation, #thredUP, #secondhandfirst, #thredUPyes, #shophercloset (collectively, the "thredUP Hashtags"), or tagging the @thredUP account. You acknowledge and agree that the User Content may be used by thredUP, for marketing purposes, including without limitation, email, social media, direct mail etc., or on any sites thredUP owns and operates, and you hereby grant us permission to use and authorize others to use your name or social media handle in association with the User Content for identification, publicity related to the Services and similar promotional purposes, including after your termination of your Account or the Services.
You represent and warrant that the publication and use of your User Content, including to the extent such User Content include your name, likeness, voice, or photograph, does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and other intellectual property rights, or is otherwise injurious to third parties or objectionable and does not consist of or contain software viruses. You will indemnify thredUP, its shareholders, officers and/or employees and consultants for all claims and/or action made or brought by a third party resulting from Company's use of your User Content.
You represent and warrant that you own or otherwise control all of the rights to your User Content; that the content of your User Content is accurate; that use of the User Content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify thredUP for all claims resulting from User Content you supply. thredUP has the right but not the obligation to monitor and edit or remove any activity or User Content. thredUP takes no responsibility and assumes no liability for any User Content posted by you or any third party. thredUP, in any event, reserves the right (but not the obligation) to remove or edit your User Content, at its discretion and without requirement of any notice to you.
thredUP reserves the right to, but no obligation to, and may from time to time, monitor any and all data transmitted or received through the Website. thredUP, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Information which the thredUP, deems inappropriate or that violates any term or condition of this Agreement. During monitoring, data may be examined, recorded, copied, and used by thredUP. Use of the Website by you, authorized or unauthorized, constitutes consent to such foregoing monitoring.
When you use our Services, or send emails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as emails, texts, mobile push notifications, or notices and messages on this site or through the other Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
With respect to your use of the Services and Website, you agree that you will not:
- impersonate any person or entity;
- stalk, threaten, or otherwise harass any person, or carry any weapons;
- violate any law, statute, rule, permit, ordinance or regulation;
- interfere with or disrupt the Services;
- post information through, or interact with, the Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
- use the Services in any way that infringes any third party's rights, including but not limited to: privacy rights, intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
- "frame" or "mirror" any part of the Services, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose; or
- modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services or any software used on or for the Services;
- rent, lease, lend, sell, redistribute, license, sublicense or access to any portion of the Services;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents;
- link directly or indirectly to any other web sites;
- link directly or indirectly to any other websites;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation,
- cause any third party to engage in the restricted activities above;
- use the Website and Services for any unlawful purposes;
- sell, resell, sublicense, distribute, transfer, copy, reproduce, publicly display, duplicate, or download (other than page caching), the Website or Services, or any part thereof;
- collect information (including without limitation, any product listings, descriptions, photos, images, or prices), as listed on the Website or included in the Services [unless as permitted by Section "Communications and Other Content"];
- adapt, modify and/or make any derivative modifications to the Website or the Information, or any part thereof;
- download or copy any account and/or information from the Website or Services, or any part thereof, for the benefit of another person, entity, vendor and/or merchant;
- use any meta tags or any other "hidden text" utilizing thredUP name or trademarks or any third party's name or trademarks without the express written consent of thredUP or the applicable third party.
- publish and/or use unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, language, text, photos, graphics or howsoever otherwise publications, on the Website;
- collude against another person in restraint of trade and competition;
- create a hyperlink to the Website, or any page of the Website, without thredUP's express written consent; or
- imply affiliation with or endorsement or sponsorship by thredUP, or cause confusion, mistake, or deception in connection therewith.
Prop 65 Notice to California Residents
California Proposition 65 requires that special warnings be provided when products contain chemicals known by the State of California to cause cancer, birth defects, or other reproductive harm if the use of those products may cause exposure to those chemicals above specific limits.
Pursuant to California Civil Code Section 1789.3, thredUP provides users of the Website with the following notice: You may report complaints to the Consumer Information Division of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210. Further information regarding California Proposition 65 may be obtained online by visiting www.oehha.ca.gov/prop65.html.
Release and Indemnity
If you are a California resident, you 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."
If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless thredUP and our subsidiaries and affiliates, and our respective officers, directors, agents, partners, members, employees, independent contractors, service providers and consultants (together with thredUP, the "thredUP Parties"), from and against any claims, damages, costs, liabilities and expenses (collectively, "Claims") arising out of or related to (a) your misuse of the Services; (b) any Submissions you post, upload, use, distribute, store or otherwise transmit on or through the Services; (c) your violation of these Terms; and (d) your violation of any rights of another. You agree to promptly notify the thredUP Parties of any third party claims, cooperate with the thredUP Parties in defending such claims and pay all fees, costs [including non statutory costs] and expenses associated with defending such claims (including but not limited to attorney's' fees). You further agree that the thredUP Parties shall have control of the defense or settlement of any third party claims.
Limitation of Liability and Disclaimer
THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY THREDUP ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. THREDUP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THREDUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE. THREDUP DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, THREDUP'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM THREDUP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THREDUP IS NOT RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF ANY SERVICE (INCLUDING WITHOUT LIMITATION THE CLEAN OUT BAG), OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SERVICE, UNLESS OTHERWISE SPECIFIED IN WRITING.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE ABOVE LIMITATIONS AND EXCLUSIONS ARE ENFORCEABLE UNDER NEW JERSEY LAW.
You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Website and Information, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under these Terms. YOU AGREE THAT COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND/OR REPRESENTATIVES, SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE AND INFORMATION FOR ANY REASON WHATSOEVER.
Dispute Resolution; Binding Arbitration; Class Action Waiver
Informal Dispute Resolution
In the event you wish to initiate an action, we strongly encourage you to first contact us directly to seek a resolution by going to our Support Center.
If your issue is not resolved accordingly, then you agree to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted through the Services, or the breach, enforcement, interpretation, or validity of these Terms or any part of it ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent:
- to thredUP at: ThredUp Inc. Attention: Legal Department, 114 Sansome Street, 5th Floor San Francisco, CA 94104, or
- to you at: your last-used billing address or the billing and/or shipping address in your online profile.
You agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party.
To the extent you cannot resolve any Dispute through the informal dispute resolution procedure described above, A DISPUTE SHALL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION. Arbitration is a process established by law that allows parties to a transaction to agree to resolve their Disputes by an independent arbitrator, rather than by a judge and jury. In an arbitration, only the arbitrator hears the evidence presented by both sides and makes a decision that is final and binding on the parties. The arbitrator may award damages and provide other relief as provided by law. By agreeing to arbitrate any Disputes with us, you agree to give up your right to go to court to assert or defend your rights under this Agreement and with respect to any Dispute, You and thredUP expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this arbitration provision. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Prior to initiating any arbitration, the initiating party will give the other party at least 60-days' advance written notice of its intent to file for arbitration. thredUP will provide such notice by email to your email address on file with thredUP and you must provide such notice by email to email@example.com. During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration. You may begin an arbitration proceeding by sending a letter requesting arbitration to thredUP: ThredUp Inc. Attention: General Counsel, 114 Sansome Street, 5th Floor San Francisco, CA 94104. You agree that the arbitration shall be conducted by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules ("AAA Rules"), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA's website www.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the Dispute, the parties shall agree to another arbitration provider. Payment of all filing, administration and arbitrator fees will be governed by the AAA's applicable rules. thredUP will reimburse those fees for claims totaling less than $5,000. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.
In lieu of arbitration, either you or thredUP may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim.
Waiver of Right to Bring Class Actions and Representative Claims
All arbitrations shall proceed on an individual basis, not on a class action or other consolidated basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court, however, any relief must be individualized to you and shall not be joined with, or otherwise affect, any other Dispute. You and thredUP agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and thredUP hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.
This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act. The terms of the Arbitration Agreement provisions shall survive after this Agreement terminates or your use of the Sites ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.
With the exception of the Arbitration Agreement, which shall survive the termination of these Terms, these Terms are effective unless and until terminated by either you or thredUP. You agree that thredUP, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services at any time. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services, may be referred to appropriate law enforcement authorities. thredUP may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that thredUP may immediately deactivate or delete your account and/or bar any further access to the Services. Further, you agree that thredUP shall not be liable to you or any third-party for any termination of your access to the Services.
thredUP may terminate these Terms and the License rights immediately without notice for any of the following reasons: (a) if you fail to make any payment when due; (b) for any unauthorized access or use by you; (c) if you assign or transfer (or attempt the same) any rights granted to you under these Terms; (d) if you fail to abide by the rules and regulations relating to the use of, or tamper with or alter any of the Information contained in, or accessed through, the Website; (e) if you transmit or receive any Information using the Website (or cause the same) in violation of these Terms (thredUP, at its sole discretion, shall determine whether any information transmitted or received violates this provision); or (f) if you violate any of the other terms and conditions of these Terms. Termination or cancellation of these Terms shall not affect any right or relief to which the thredUP may be entitled, at law or in equity. Upon termination of these Terms, all rights granted to you will terminate and revert to thredUP.
thredUP reserves the right to modify the terms and conditions of these Terms. Such modifications may include, without limitation, changes in prices, implementation of user priorities, implementation of rules for use by you, and discontinuance of functional aspects of the Website. thredUP may also add, withdraw or modify Services or Information within the Website at any time in its sole discretion. All such modifications shall be displayed online, and such display shall constitute effective notice under these Terms on the day thredUP places them on the Website. You agree to review the terms and conditions of these Terms periodically to be aware of such revisions.
These Terms shall be governed by the laws of the State of California without regard to choice of law principles, except for the Arbitration Agreement above, which shall be governed by the Federal Arbitration Act. These Terms are for the benefit of, and will be enforceable by, the parties only and are not intended to confer any right or benefit on any third party or to create any obligations or liability of a party to any such third party. If any provision of the Terms is found to be unenforceable or invalid for any reason, that provision shall be severable, and all other provisions shall remain in full force and effect. You agree that these Terms and all incorporated agreements may be automatically assigned by thredUP, in our sole discretion.
Except as explicitly stated otherwise, any notices to thredUP shall be given by certified mail, postage prepaid and return receipt requested to ThredUp Inc., 114 Sansome Street, 5th Floor San Francisco, CA 94104. Any notices to you shall be provided to you through the Services or given to you at the email address or physical address you provide to thredUP during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party's failure to act with respect to a breach by the other party does not constitute a waiver of the party's right to act with respect to subsequent or similar breaches.
If there is any conflict between these Terms and any help text, manuals, or other documents, these Terms shall govern, whether such other documents are prior to or subsequent to these Terms, or are signed or acknowledged by any member of the Company parties.
If thredUP takes action (by itself or through its representatives) to enforce any of the provisions of these Terms, including collection of any amounts due hereunder, and is awarded damages or other relief at law or in equity in the action, thredUP shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, attorney's fees incurred and any costs, including non-statutory costs, of any litigation, or proceeding.
To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Services or Website contemplated by these Terms must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued.
Supply Chain Transparency
The California Supply Chains Act of 2010 (SB-657) requires certain retailers and other businesses doing business in California to disclose to the public their efforts, if any, to ensure that the goods they sell are not made by workers who are enslaved, or otherwise forced into service, or who have been the victims of human trafficking. thredUP does not condone or intentionally support human trafficking, slavery or any other form of forced labor.
thredUP requires its professional suppliers to adhere to labor and workplace standards that include employment of workers above the minimum working age who freely choose to work and who are regularly, legally compensated. We also require our professional suppliers to warrant that any products sent to thredUP were made in compliance with all applicable laws, including laws prohibiting child labor, forced labor and unsafe working conditions. However, thredUP does not currently require its suppliers to provide any additional certification regarding compliance with slavery and human trafficking laws nor do we regularly engage in audits of our professional suppliers' factories to verify their compliance with our standards (although we we continue to evaluate the feasibility of conducting audits).
thredUP maintains internal accountability standards for employees and contractors, and we will not tolerate slavery or human trafficking by either. thredUP does not currently provide any specific training for its personnel responsible for supply chain management with respect to human trafficking and slavery and methods for mitigating risks. However, thredUP reviews all of its policies and procedures, including training practices, on a regular basis and will continue to consider the appropriateness of expanding its training offerings.