Last Updated: July 5, 2017
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.
We may revise these Terms from time to time, and will always post the most current version on our website. At our discretion, we may also notify you of certain changes by sending you an email to the email address associated with your account. You are responsible for providing us with your current email address, which you may do when you create an account, and you may update it by modifying the information when logged in to your account. For existing users of the Services, any changes to these Terms will be effective thirty (30) calendar days following our posting of the changes on our Services. These changes will be effective immediately for new users of the Services. Continued use of the Services, including purchasing products from us, following such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
thredUP is an apparel resale marketplace, offering a convenient option for shopping and selling quality secondhand women's and kid'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.
thredUP is owner of website ("Website"). The Website contains data, text, graphics, photographs, graphs, sounds, images, audio, page headers, software (including HTML and other scripts), buttons, video, and other icons, all of which are arranged and compiled (all of the above "Information"), and which is either owned or licensed by the Company. The Website contains both public and restricted areas. Only persons who have registered as members with the Company and who have been issued a user identification and password have a license to access the Website's restricted areas. Areas of the Website that are accessible by non-members are called "Public Area". Your use of this Website and access to the Information is expressly conditioned upon your agreement that all such access and use shall be governed by the terms set forth in this Agreement. Accordingly, you hereby acknowledge and agree as follows:
You are hereby granted a non-transferable, non-sublicenseable, 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.
In order to use our 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 Service.
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 on the Services. In addition, you may not make a purchase from our Sites unless you are at least 18 years of age.
You also represent and warrant that you (a) have not previously been suspended or removed from the Service; (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 franchiser-franchisee relationship is intended or created under these Terms or your use of the Services.
Consent To Receive Emails
By creating an account, you agree that you may receive communications from thredUP, such as newsletters, promotions, special offers, and 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 & Pricing
There is no fee to join thredUP or minimum monthly commitment. However, 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.
Unfortunately, at times pricing or typographical errors may occur. thredUP cannot confirm the price of an item until after you order the item. 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. Prices and availability are subject to change without notice.
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. Except as otherwise stated, all prices are quoted in U.S. Dollars.
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.
Payouts & Consignment
After your Clean Out Bag has been processed, thredUP will inform you whether any of your items qualify for listing on our Service and whether such listed items qualify for upfront payout or consignment. Any such determinations, including without limitation: (i) whether an item is accepted or rejected, (ii) whether an accepted item is listed for upfront payout or consignment, (iii) the 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.
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 listed for an upfront payout will become property of thredUP and your account will be automatically credited with your payout amount 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 earned upfront payout 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.
thredUP will set the initial sale 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. You may log into your account to change the sale price of your consigned item at any time prior to its sale, however the initial payout tier will remain fixed. Once the consigned item is sold, your account will be credited with your consignment payout according to our tiered payout schedule regardless of whether the buying customer ever returns the item. Unsold items must be re-claimed within 14 days after the listing has expired. Any consigned items which are not reclaimed shall become property of thredUP and you will not receive any further payout.
For additional information on payouts and consignment, please visit our Support Center.
Return and Refund Policy (US)
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 credit or a refund to your original form of payment. If you chose to receive thredUP credit, then you will not be responsible for the cost of return shipping. If you chose to receive a refund in your original form of payment, a return shipping fee will be deducted from your refund amount. Original shipping charges will not be credited or refunded when returning items. To qualify for thredUP credit or a refund, all items must be in the same condition in which you received them.
For information on how to create an order return, please click here.
Please note that 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.
thredUP works with different organizations, wholesalers, thrifting companies, and charities who distribute, resell, and recycle unaccepted clothing. If you would like your unaccepted items returned to you, please add Return Assurance to your Clean Out Bag prior to sending it back to us. Unless you opt to add Return Assurance to your Clean Out Bag, thredUP will not return any unaccepted items.
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. 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: (i) (ii) acknowledge that services rendered by Account Service Provider to thredUP are provided on an independent contractor basis and that nothing herein shall be construed as creating a joint venture, partnership or for sale agency by and between Account Service Provider and Company.
thredUP may offer you the option to elect to donate all or a portion of 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.
For additional information on donations, please visit our Support Center.
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 Service 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 Service (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 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.
Communications and Other Content
By using the Services, you may submit various forms of media content and written communications as well as suggestions, ideas, comments, questions, or other information (collectively, "Submissions"), so long as the Submission 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 card or other content. thredUP reserves the right to remove or edit such Submission, but does not regularly review posted Submissions. You acknowledge and agree that any Submissions provided by you to us are non-confidential and shall become the sole property of thredUP. thredUP shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. If thredUP does include Your Content, or any part thereof, you are deemed to have granted thredUP a nonexclusive, royalty-free, perpetual, unlimited, irrevocable, and fully assignable and sublicenseable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from Your Content, and distribute and display Your Content throughout the world on any media.
You undertake that Your Content does not infringe on any third party's intellectual property rights (including without limitation, such party's patents, copyright, trademarks, trade secrets and/or any such other similar 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 use of Your Content.
You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the 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 content you supply. thredUP has the right but not the obligation to monitor and edit or remove any activity or content. thredUP takes no responsibility and assumes no liability for any content posted by you or any third party. thredUP, in any event, reserves the right (but not the obligation) to remove or edit Your 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 e-mails, 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 web site 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;
- transfer or sell your account, password and/or identification to any other party;
- 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.
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 REI, 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 attorneys' 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 this Agreement. 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.
In using the Website you hereby authorize thredUP to collect personally identifying information and other data about you. You agree that thredUP can use your personal identifying information, including but not limited to, your IP address, your e-mail address and the scope of business, as well as details regarding a specific transaction which you may be interested in, for statistical, editorial, transactional, promotional, or marketing purposes, unless you expressly request that your information not be used in such manner. Notwithstanding the foregoing, in any event that you register to the Website using your credit card, you hereby unequivocally authorize thredUP to use and furnish your applicable information to the applicable credit card company. Furthermore, in the event that during your registration process you enter a "Coupon No.", which you have received from a thredUP agent and/or a third party acting on its behalf, you hereby unequivocally authorize thredUP to inform such agent of your registration. thredUP may place a "cookie" in the browser files of your computer.
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 Attn: 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.
You may begin an arbitration proceeding by sending a letter requesting arbitration to thredUP: Attn: 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 Service, 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 Service. Further, you agree that thredUP shall not be liable to you or any third-party for any termination of your access to the Service.
thredUP may terminate this Agreement 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 this Agreement; (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 this Agreement (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 the Agreement. Termination or cancellation of this Agreement shall not affect any right or relief to which the thredUP may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to thredUP.
thredUP reserves the right to modify the terms and conditions of this Agreement. 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 this Agreement on the day thredUP places them on the Website. You agree to review the terms and conditions of this Agreement 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 the Agreement and any help text, manuals, or other documents, the Agreement shall govern, whether such other documents are prior to or subsequent to this Agreement, 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 this Agreement, 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 this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued.