Last revised: September 25, 2019
For users located in the United States this Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.
Thread Life provides an online platform that helps connect customers who wish to purchase custom-fashion from designers (“Customers”) and designers who wish to provide such custom-fashion (“Designers”), through Customer Requests (“Customer Requests ”). “User” means any user of the Sites or Service, and may be a Designer or a Customer. “Bid” means the pitch submitted by Designers to be considered as a candidate to produce the Customer Request. “Sold Request” means the applicable custom-fashion sold under the Customer Request (as defined in Section 1.2(a) below). “Sale” means the applicable sale. “IP” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country. “
1.2 Customer Requests
(a) Customers may create a customer request (“Customer Request”) by creating a custom-design brief (“Custom-Design Brief”), paying the Customer Payment (as defined in Section 3.1 below) to Thread Life and following the other instructions on the Sites. The Custom-Design Brief must clearly specify the requirements for the Customer Request, such that Designers clearly knows the Customer’s custom-design requirements.
1.3 Designer Bids
(a) Designers must express their desire to work with a Customer by submitting a bid (“Bid”). The bid must include anything necessary to guarantee the customer that their request will be met to their specification. This can include sketches, mood boards, pictures, inspirations or anything that aids the Customer in making a selection. The Customer will review Bids to select the Designer the Customer will work with.
(a) Once Customer selects a Designer (or a Designer wins a Bid), Customers and Designers work with each other on custom-design projects by creating a 1-to-1 project (“Project”). Designer can create quotes for Customers. Thread Life will invoice Customer based on Designer’s quote plus platform and other applicable fees. Customer can pay Thread Life’s invoices and reserve the right to accept custom-designs and products before they are considered Sold. If designs and products have not been accepted by Customer, Customer may request a refund of the Customer Payment from Thread Life, at any time up to 30 days after the date of invoice payment, or 10 days after delivery of custom-designs, whichever happens sooner. After Designer has delivered the designs and product, Customer will be deemed to have accepted the custom-designs unless Customer provides notice of rejection to Thread Life and Designer within 10 days of delivery of the designs. If the cause for the notice of rejection is not cured within 30 days of a rejection notice, Thread Life will refund the Customer Payment and Customer will have no right to use the resulting custom-design in any way. Thread Life reserves the right at its sole discretion to restrict Customers or Designers from creating projects using Project Services and to remove projects. Thread Life has no involvement in managing or providing the custom-design to Customer and is simply providing the ability for Designer to store files for, work with Customers, and for Customers to request services from, view and receive custom-designs and sketches, provide feedback on projects and pay Thread Life, using the Thread Life platform.
1.5 Third-Party Products
2. Project Completion Transfer Agreement
The Transfer Agreement, sets forth the legally binding terms between the applicable Designer and Customer for the sale of a Sold Request through the Customer Request. The Transfer Agreement, sets forth the legally binding terms between the applicable Designer and Customer for the sale of a Sold Request and Custom-Design through the Project.
3. Service Fees
3.1 Percent Charged
Thread Life charges a 20% service fee (“Service Fees”) to Designers for every sale made in consideration for the use of the Thread Life Platform.
3.2 Designer Responsibility
Designers are responsible for paying any Service Fees that you owe to Thread Life. The applicable Service Fees (including any applicable Taxes) are collected by PayPal or Stripe. Thread Life will deduct any Service Fees before remitting the payout to the Designer. Except as otherwise provided on Thread Life, Service Fees are non-refundable.
4. Payment Terms
The following terms apply to Customers who have purchased a Sold Request and Designers who have sold a Sold Request.
4.1 Customer Payment
The “Customer Payment” means the agreed upon price determined by Customer and Designer. It is Thread Life’s invoiced price for the Sold Request issued through the Project by Designer to Customer.
Thread Life will make refunds of the Customer Payment to Customer using the same payment methods that Customer used to make the Customer Payment to Thread Life or via any other method specified by Thread Life from time to time. If a refund is paid to Customer or a credit card charge back occurs, then: (a) Designer must reimburse Thread Life for the applicable Designer Fee (the reimbursement will first be paid out of any Thread Life Credits held by Designer and any remaining debt will be payable by Designer to Thread Life on demand); and (b) Customer will initially receive the amount of the Customer Payment, less the Designer Fee and will receive the Designer Fee only once the Designer Fee is reimbursed by Designer to Thread Life. Thread Life may refund Customers for the following reasons: (i) the Sold Request is Defective; (ii) Thread Life is required by law or considers that it is required by law to do so; (iii) Thread Life determines that issuing a refund to Customer will avoid any dispute or increased costs to Thread Life; (iv) Thread Life issues the refund to Customer in accordance with any refund policy specified by Thread Life from time to time; (v) the order placed (or request made) by Customer is found to be fraudulent; (vi) Customer placed a duplicate order (or request) in error; or (vii) in Thread Life’s sole opinion, Thread Life considers that it is likely that the refund is necessary to avoid a credit card charge back. A Sold Request will be deemed to be “Defective” if: (i) Customer and Designer agree it is defective and notify Thread Life of this fact; (ii) the Sold Request is subject to a third party claim that the Sold Request infringes/misappropriates such party’s IP, that is not frivolous.
4.3 General Payment Terms
Currency Credits are convertible into the local currency based on the location of the Sites. You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your sale or purchase of any Sold Requests via the Sites. Thread Life is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement.
5. Important Disclaimers and Release
We make no warranties regarding the Customer Request, Bids, Projects, Third-Party Products or any other products or services provided by us, Designers, Customers, or other Users and each of the foregoing are provided by us “AS IS”. Designers sell and Customers buy Sold Requests at their own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any other User. Your interactions with other users are solely between you and such User and Thread Life will not be responsible for any loss or damage incurred as the result of any such interactions (excluding those directly due to Thread Life’s acts or the Services). If there is a dispute between you and any User, we are under no obligation to become involved. Notwithstanding the foregoing, Thread Life will use commercially reasonable efforts to provide the Services described in this Agreement.
You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, your use of the Sites and/or Services, any interactions or transactions of you with, or act or omission of you in relation to other Users, including Customers and Designers and Third Party Sites & Ads (excluding those directly due to Thread Life’s acts or the Services).
If applicable, you hereby waive California Civil Code Section 1542 in connection with the foregoing, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
In order to use the Service, you must register for an account with Thread Life (“Account”) and provide certain information about yourself as prompted by the Sites registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. Without limiting the generality of the foregoing, you agree to provide Thread Life with identification documents (including copies of IDs, passports or drivers licenses) which Thread Life requests from you from time to time for the purposes of verifying your identity. You may delete your Account at any time, for any reason by visiting your profile. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Thread Life of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security which is based on your negligence. Thread Life cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Designers may not have more than one Account.
7. User Content
7.1 Your User Content
“User Content” means any and all information and content that a User submits to, or uses with, the Sites or Services. User Content includes Customer Requests, Design Concepts, and reviews and/or testimonials (“Reviews”). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Thread Life. Because you alone are responsible for your User Content (and not Thread Life), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Thread Life is not obligated to remove any Customer Requests, Design Concepts, or Reviews from the Sites unless required by applicable Law. Thread Life is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
7.2 License to User Content
You hereby grant, and you represent and warrant that you have the right to grant, to Thread Life an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license for all the duration of the intellectual property rights to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Sites and Services and making it available on third party platforms; and for general marketing purposes of Thread Life; provided that Thread Life will only use your Custom-Design Brief in accordance with the private or public settings of the Customer Request and Project or for the purposes of enabling and operating a Third Party Product as contemplated in section 1.5 above. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. For the avoidance of doubt, Designer’s license or assignment of the Sold Request to Customer is set forth in the applicable Design Transfer Agreement.
8. Acceptable Use Policy
The following sets forth Thread Life’s “Acceptable Use Policy”:
8.2 User Content
You agree not to use the Sites or Services with any User Content or to provide any products or services that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right (including by allowing any third party to download or reuse any User Content in violation of any such third party rights, by using any work in an editorial manner without affixing the necessary credit or attribution or by posting or uploading or allowing any third party to post or upload any User Content on social media sites that grant exclusive rights or ownership in respect of such User Content to any third party); (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, slanderous, indecent, pornographic, obscene, patently offensive (e. g. , material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way or that would otherwise imply that the creator of the User Content, or the persons or property appearing in the User Content (if any), endorse any political, economic or other opinion-based movements or parties or in a way that places any person in the User Content in a bad light or in a defamatory, unlawful, immoral or offensive manner; (c) is in violation of any laws, or obligations or restrictions imposed by any third party; or (d) would cause a material risk to the security or operations of Thread Life or any third party.
8.3 Use Restrictions
While using the Site You will not:
- Be false, misleading, inaccurate or include inaccurate, misleading or false information to a seller or on any Storefront which You maintain.
- Act in a fraudulent way or become involved in the sale of stolen or counterfeit items.
- Violate any local, state, federal or other applicable laws or the rights of third party parties.
- Access or use the Site if You are not able to enter into legally binding agreements, are under the age of 18 or are temporarily or indefinitely suspended from the Site.
- Fail to deliver payment for items purchased by You.
- Fail to deliver items purchased from You if You are a Seller.
- Infringe on another party’s right, title and interest in and to their intellectual property including copyrights and trademarks.
- Interfere with the sales of other online sellers in any way that injures, damages or negatively affects their use and enjoyment of the Site.
- Be libelous or defamatory with any information posted on the Site.
- Disseminate or display spam, chain letters or pyramid schemes.
- Contain or transmit code or employ other actions which may harm Thread Life, the Site, Thread Life Content or the interests or property of Thread Life users.
- Copy, modify or distribute content from the Site and/or Thread Life’s copyrights and trademarks unless agreed to by Thread Life.
- Collect information about users, including email addresses, without their consent.
- Disseminate or display content or information that (a) is offensive or inflammatory, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individuals; (b) promotes illegal or unauthorized copy of another person’s work, such as providing pirated computer programs or links to them, provides information to circumvent manufacture installed copy-protect devices, or (c) provides pirated content or links to pirated content files.
- Be obscene or post any information that contains pornography including child pornography.
- Violate the Vendor’s Agreement, as the case may be if You are a seller.
- Use any automated means to access the Site for any purpose without the express written permission of Thread Life.
- Take any action that imposes or may impose an unreasonable or disproportionately large load on the Site or the ability to operate the Site as determined solely by Thread Life.
8.4 Review User Content
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
Subject to the terms of this Agreement, Thread Life grants you a non-transferable, non-exclusive, license to use the Sites and Services for your internal business purposes.
9.2 Certain Restrictions
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, customize, or otherwise commercially exploit the Sites or Services, or otherwise host or sub-license the Sites and/or Services (or any part thereof); (b) you shall not modify, make derivative works of, adapt, translate, disassemble, reverse compile, decompile or reverse engineer any part of the Sites or Services, or otherwise attempt to discover the source code in the Sites and/or Services (or any part thereof); (c) you shall not access the Sites or Services in order to build or promote a similar or competitive service; and (d) except as expressly stated herein, no part of the Sites or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Sites or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Sites or Services content must be retained on all copies thereof. Thread Life reserves the right, at any time, to modify, suspend, or discontinue the Sites or Services or any part thereof with or without notice. You agree that Thread Life will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites or Services or any part thereof. You acknowledge and agree that Thread Life will have no obligation to provide you with any support or maintenance in connection with the Sites or Services.
If you provide Thread Life any feedback or suggestions regarding the Sites or Services (“Feedback”), you hereby assign and agree to assign upon our request to Thread Life all rights in the Feedback and agree that Thread Life shall have the right to use such Feedback and related information in any manner it deems appropriate. Thread Life will treat any Feedback you provide to Thread Life as non-confidential and non-proprietary. You agree that you will not submit to Thread Life any information or ideas that you consider to be confidential or proprietary.
Each User owns its own User Content. Excluding your User Content, you acknowledge that all the IP in the Sites and Services are owned by Thread Life or Thread Life’s licensors. The provision of the Sites and Services does not transfer to you or any third party any rights, title or interest in or to such IP. Thread Life and its suppliers reserve all rights not granted in this Agreement.
You agree to indemnify and hold Thread Life (and its officers, employees, and agents) harmless, including reasonable costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Sites or Services, (b) your User Content (including your Customer Requesst, Designs, Sketches, Projects, and Reviews), (c) your interaction with any other User, or (d) your violation of this Agreement or any applicable laws. Thread Life reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Thread Life. Thread Life will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. Third Party Sites & Ads
The Sites might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). These Third Party Sites & Ads are not under the control of Thread Life and Thread Life is not responsible for any Third Party Sites & Ads. Thread Life provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Sites & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
12. Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Sites or Services. We may (a) suspend your rights to use the Sites and/or Services (including your Account), including in part or in full, or (b) terminate this Agreement, at any time for a legitimate purpose, including in part or in full, and including for any use of the Sites or Services in violation of this Agreement or where any of our licensors terminates our licence to use any content. Upon termination of this Agreement, your Account and right to access and use the Sites and Services (or relevant part thereof) will terminate immediately. Any Thread Life payments outstanding to you at termination will be paid to you. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. However we reserve the right to continue to use your User Content to the extent permitted under applicable law. Thread Life will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content.
The Sites and Services are provided “AS-IS” and “AS AVAILABLE” and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Sites or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
14. Limitation on Liability
In no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or your use of, or inability to use, the Sites or Services, even if we have been advised of the possibility of such damages. Access to, and use of, the Sites and Services are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein (but subject to clause 14.4), our (and our suppliers’) liability to you for any damages arising from or related to this Agreement (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (a) fifty US dollars ($50) or (b) amounts you have paid Thread Life in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdictions to jurisdictions.
This Agreement (including pricing terms) is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Sites. Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Sites. These changes will be effective immediately for new users of our Sites or Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Sites or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
(a) Governing Law
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of Delaware, without giving effect to any law that would result in the application of the law of another jurisdiction.
(b) United States and Elsewhere
If you located are in the United States and Elsewhere, the following applies to you. Please read this carefully. It affects your rights.
(i) Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and Thread Life arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any of the Thread Life Sites and Service. (ii) You agree that by entering into this agreement, you and Thread Life are each waiving the right to trial by jury or to participate in a class action. You and Thread Life agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted. (iii) The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Thread Life must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in your choice of the following locations: New York, NY, Denver, CO, or Wilmington, DE. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Delaware. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in Delaware.
15.3 Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the use of the Sites and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Thread Life is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Thread Life’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
15.4 Copyright/Trademark Information
Copyright © 2019, Thread Life. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Sites are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
15.5 Contact Information