Last Updated: January 24, 2021
Please read these Terms carefully. By purchasing products, accessing, using, or transacting with the Resale Shop, or otherwise indicating your assent to these Terms, you agree to be bound by these Terms and you represent and warrant that (1) you have read, understand, and agree to be bound by these Terms, (2) you are of legal age to form a binding contract with us, and (3) you have the authority to enter into the Terms (on behalf of yourself or the entity that you represent). If you do not wish to be bound by these Terms, you may not access or use the Resale Shop or order or purchase any products.
These Terms govern how claims you and we have against each other can be brought and will require you to submit claims you have against us 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 Resale Shop or purchase any of the offered products.
PRIVACY AND DATA RETENTION
The Resale Shop 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 either owned or licensed by us. Your use of the Resale Shop and access to the Information is expressly conditioned upon your agreement that all such access and use shall be governed by these Terms. You are hereby granted a non-transferable, non-sublicensable, limited, revocable, right and license to access and make use of the Resale Shop for your own exclusive benefit and solely for the purposes intended by the Resale Shop. Unless expressly authorized by these Terms or by us, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, or transfer any Information.
PURCHASES AND PRICING
Our inventory availability and listing prices are subject to change at any time without notice. Pricing for items from non-local distribution centers may include a surcharge to cover additional localization and logistics costs. In order to maximize the selection of items available for sale, we reserve the right, in our sole discretion, to limit the amount of time an item may remain in a customer cart. In addition, please note that an item placed in a customer cart is not reserved for any amount of time and may remain available for purchase by another customer. 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, we reserve the right, at our sole discretion, to refuse or cancel any orders placed for that item.
Except as otherwise stated, the risk of loss for all products you order passes to you upon our delivery to the carrier (such as FedEx, UPS, or USPS).
For additional information on transactions and pricing, please email email@example.com.
RETURN AND REFUND POLICY
Except as otherwise stated, you have 14 days after receiving your order to decide if you want to keep or return your items. The 14-day timeframe starts when an item is delivered, not the date you submit your order. If your order is arriving in multiple shipments, you may have different return windows. Multiple items may be returned in one package, as long as the return slips are included.
- Items MUST be returned in the condition that you received them (i.e. items that are New with Tags must have original tags attached, clothing must not be worn or washed, etc.).
- Original shipping charge for returned items will not be refunded.
A shipping return fee will be deducted from your refund, which will be credited to your original form of payment.
Please note that we will only offer credit or a refund for items if they are returned on a timely basis and are in the same condition in which you received them. For information on how to create an order return, please click here.
We want you to be 100% satisfied with our services. If you are less than satisfied, please contact firstname.lastname@example.org.
While we attempt to be as accurate as possible, we do not warrant that product descriptions or other content on the Resale Shop 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 the Resale Shop is not as described, your sole remedy is to return it in unused condition.
For additional information on our products, please email email@example.com.
ESTIMATED RETAIL PRICING FOR SECONDHAND ITEMS
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 the Resale Shop. 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 apparel 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.
ACCESS TO THE RESALE SHOP
INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that the Resale Shop may contain images and descriptions of fashion items and other content (collectively, “Resale Content”) that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Resale Shop or the Resale Content, in whole or in part. In connection with your use of the Resale Shop, you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Resale Shop other than as specifically authorized herein is strictly prohibited. The technology underlying the Resale Shop (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 Resale Shop (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 or Brand product or service names or slogans displayed through the Resale Shop are trademarks of thredUP or Brand, respectively. 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 or Brand is the service mark, trademark and/or trade dress of thredUP or Brand, respectively, 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 Resale Shop may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us and may not be used by you without permission. Any use of such marks, or any others displayed on through the Resale Shop, will inure solely to the benefit of their respective owners.
We respect the intellectual property of others. If you believe, in good faith, that any materials on the Resale Shop 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:
Attention: Legal Department
969 Broadway, Suite 200
Oakland, CA 94607
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.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to products or the Resale Shop (collectively “Feedback”), you agree we may use the Feedback to: (a) improve our Resale Shop or any products and services, and (b) promote the Resale Shop and products, and that you will not be due any compensation for your Feedback that is used in these ways. To the extent that we have your name, likeness, or voice, this will be part of the Feedback and you agree that we may use your name, likeness and voice in the same manner that we can use other Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Resale Shop or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.
We reserve the right to, but no obligation to, and may from time to time, monitor any and all data transmitted or received through the Resale Shop. We, at our sole discretion and without further notice to you, may (but are not obligated to) review, censor or prohibit the transmission or receipt of any Information which we deem inappropriate or that violates any term or condition of these Terms. During monitoring, data may be examined, recorded, copied, and used by us. Use of the Resale Shop by you, authorized or unauthorized, constitutes consent to such foregoing monitoring.
By using the Resale Shop, you agree that you may receive communications from us (and/or the Brand), including, but not limited to, order confirmations and updates, newsletters, promotions, special offers, account reminders and updates.
When you use the Resale Shop 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 the Resale Shop or through 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.
RIGHT TO ACCESS
The Resale Shop is not targeted towards, nor intended for use by, anyone under the age of 13. For example, we may sell products for children, but we sell 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 Resale Shop only with the involvement of a parent or guardian. By using the Resale Shop, 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 the Resale Shop 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 RESALE SHOP, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH MINOR’S USE OF THE RESALE SHOP.
With respect to your use of the Resale Shop, 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 Resale Shop;
- post information through, or interact with, the Resale Shop 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 Resale Shop 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 Resale Shop, 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;
- modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Resale Shop or any software used on or for the Resale Shop;
- rent, lease, lend, sell, redistribute, license, sublicense or access to any portion of the Resale Shop;
- 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 Resale Shop or its contents;
- 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 Resale Shop for any unlawful purposes;
- sell, resell, sublicense, distribute, transfer, copy, reproduce, publicly display, duplicate, or download (other than page caching), the Resale Shop, or any part thereof;
- collect information (including without limitation, any product listings, descriptions, photos, images, or prices), as listed on the Resale Shop or included in the Resale Shop;
- adapt, modify and/or make any derivative modifications to the Resale Shop or the Information, or any part thereof;
- download or copy any account and/or information from the Resale Shop, 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 our name or trademarks or any third party’s name or trademarks without the express written consent of thredUP, the Brand, 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 Resale Shop;
- collude against another person in restraint of trade and competition;
- create a hyperlink to the Resale Shop, or any page of the Resales Shop, without our express written consent; or
- imply affiliation with or endorsement or sponsorship by thredUP or the Brand, 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, Further information regarding California Proposition 65 may be obtained online by visiting www.p65warnings.ca.gov.
Pursuant to California Civil Code Section 1789.3, thredUP provides users of the Resale Shop 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.
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 the “Indemnified Parties”), from and against any claims, damages, costs, liabilities and expenses (collectively, “Claims”) arising out of or related to (a) your misuse of the Resale Shop; (b) any Submissions you post, upload, use, distribute, store or otherwise transmit on or through the Resale Shop; (c) your violation of these Terms; and (d) your violation of any rights of another. You agree to promptly notify the Indemnified Parties of any third party claims, cooperate with the Indemnified 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 Indemnified Parties shall have control of the defense or settlement of any Claims.
LIMITATION OF LIABILITY AND DISCLAIMER
THE RESALE SHOP AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE RESALE SHOP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE RESALE SHOP, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE RESALE SHOP, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM 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. WE DO NOT WARRANT THAT THE RESALE SHOP, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE RESALE SHOP, OUR SERVERS OR ELECTRONIC COMMUNICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE ARE NOT RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF ANY, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE RESALE SHOP, 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.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTION TITLED “LIMITATION OF LIABILITY AND DISCLAIMER” IS INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Resale Shop 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 THREDUP, OUR 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 RESALE SHOP 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 emailing firstname.lastname@example.org.
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 Resale Shop, or the breach, enforcement, interpretation, or validity of these Terms or any part thereof (“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:
1. to thredUP at:
Attention: Legal Department
969 Broadway, Suite 200
Oakland, CA 94607
2. 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. We will provide such notice by email to your email address on file with us 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 Dispute. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration.
Where the relief sought is $10,000 or less, the parties agree that the arbitration will be conducted by FairClaims (www.fairclaims.com) in accordance with their applicable arbitration rules & procedures effective at the time a claim is made. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. To begin an arbitration proceeding with FairClaims, you must follow the steps outlined by FairClaims’ How It Works page.
Where the relief sought is $10,001 or more, the parties agree that resolution shall be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To begin an arbitration proceeding with JAMS, you must send a letter requesting arbitration and describing your claim to: ThredUp Inc. Attn: General Counsel, 969 Broadway, Suite 200, Oakland, CA 94607.
JAMS’s rules are also available at jamsadr.com or by calling JAMS at 800-352-5267. If permitted by JAMS, you may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.
All aspects of any arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
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 us. You agree that we, in our sole discretion, may suspend or terminate your account (or any part thereof) or use of the Resale Shop at any time. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Resale Shop, may be referred to appropriate law enforcement authorities. We may also in our sole discretion and at any time discontinue providing the Resale Shop, or any part thereof, with or without notice. You agree that any termination of your access to the Resale Shop under any provision of these Terms may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and/or bar any further access to the Resale Shop. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the Resale Shop.
We may terminate these Terms 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 Resale Shop; (e) if you transmit or receive any Information using the Resale Shop (or cause the same) in violation of these Terms (we, at our 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 we may be entitled, at law or in equity. Upon termination of these Terms, all rights granted to you will terminate and revert to us.
We reserve 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 Resale Shop. We may also add, withdraw or modify services or Information within the Resale Shop at any time in our sole discretion. All such modifications shall be displayed online, and such display shall constitute effective notice under these Terms on the day we place them on the Resale Shop. 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 us, in our sole discretion.
Except as explicitly stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to:
969 Broadway, Suite 200
Oakland, CA 94607
Any notices to you shall be provided to you through the Resale Shop or given to you at the email address or physical address you provide to us 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.
If we take action (directly or through representatives) to enforce any of the provisions of these Terms, including collection of any amounts due hereunder, and are awarded damages or other relief at law or in equity in the action, we 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 Resale Shop contemplated by these Terms must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued.
If you have questions about these Terms or the Resale Shop, please email firstname.lastname@example.org.