Threadcount Terms of Service
Your Use of the Service
Information You Provide.
You shall provide and maintain accurate, current and complete information pursuant to your use of the Service.
Member Account, Password and Security.
You are responsible for the confidentiality of your password and management of your account and are fully responsible for all activities that occur under your password or account, whether known, unknown, authorized, or unauthorized. You will immediately notify Threadcount of any unauthorized use of your account.
Third Party Services.
If you are under 13 years of age, you may not use the Service. If you are under 18 years old, you may use the Service with the approval of your parent or guardian.
In connection with your use of the Service, you will comply with all applicable laws, regulations and industry standards.
General Practices and Instructions Regarding Use.
You will comply with any instructions, use requirements, or the like, provided by Threadcount to you in your use of the Services. Threadcount may change its instructions, practices, requirements, or the like in its sole discretion, with or without notice.
Selling Via Threadcount
Selling of Merchandise.
The Service allows users to sell custom merchandise, apparel, and products (“Merchandise”). To the extent such Merchandise, or your use of the Service pursuant to such Merchandise, violate these Terms of Service, we may choose to terminate, delay or modify your use of the Service in our discretion.
Your Rights to Your Content.
You represent and warrant that you own or are the licensee of all trademark rights, copyrights, rights of publicity and other intellectual property or other proprietary rights necessary to the content you upload into the Service, and to create and sell the Merchandise including any rights relating to the name, description, images, text or URL used pursuant to such Merchandise. You will provide Threadcount with evidence of such rights upon request. Threadcount does not claim any ownership rights in the content you upload to the Service. Threadcount has no responsibility or liability for the deletion or failure to store any content or information uploaded to the Service. Threadcount retains all ownership rights in any content created by Threadcount and such content may not be used by you without Threadcount’s express written consent. You hereby grant Threadcount a nonexclusive, worldwide, fully paid up, transferable, sublicensable license pursuant to your Merchandise to copy, display, distribute, modify the content or Merchandise you upload to the Service (including all related images, text, content and information).
Indemnification and Acceptable Use.
Your use of the Service is subject to these Terms of Service including our Acceptable Use Policy. To the extent any content, Merchandise, or use of the Service violates our Acceptable Use Policy or any other part of these Terms of Service, in addition to any other remedies, you agree that Threadcount has the right to withhold and redirect any funds collected relating to your use of the Service, which funds will be disbursed based on Threadcount’s internal policies, and to control the defense or settlement of any claim or suit resulting from any such violation or alleged violation; and you agree to fully cooperate with Threadcount in such activities. Without limiting the foregoing, you also agree to indemnify and hold Threadcount harmless from any and all liabilities, losses, damages and expenses arising out of your violation or any alleged violation of law, third party intellectual property rights, our Acceptable Use Policy, or any other part of these Terms of Service.
Quality of Artwork and Promotions:
All Merchandise you sell via the Service must meet Threadcount’s reasonable production standards.
Proceeds from Merchandise.
If you sell Merchandise through the Service, your pricing for such products and subsequent net revenue, including charges for the Service, will be as agreed upon between you and Threadcount. You are solely and fully responsible for payment of any income taxes applicable to the amounts you earn through the Service.
Infringement of Third Party Rights.
If Threadcount receives any complaint or allegation that your content or any resulting Merchandise constitutes an unauthorized use of a third party’s rights, Threadcount may terminate or delay your use of the Service, in its sole discretion. In addition, Threadcount may release your contact information to any third party that satisfactorily alleges a violation of its rights. If you believe that a Threadcount user has infringed upon your rights, please notify us immediately.
Limiting Service Due To Infringement
Threadcount may in its sole discretion limit access to the Service or terminate the use of, or memberships to the Service of any users who infringe or violate any intellectual property or other rights of others.
Buyers: Purchasing of Merchandise
If you purchase any merchandise through the Service, you will be required to provide information regarding your credit card or other payment instrument, and such information will be handled by our third party payment processor Stripe. Your use of such third party payment processing is subject to Stripe's terms and conditions. Threadcount is not responsible for, and has no control over, the information you provide to such third party payment processor. You will be responsible for all taxes associated with your purchase of merchandise through the Service.
Loss and Cancellation.
Title and risk of loss for all merchandise ordered by you will pass to you on our delivery to the shipping carrier. We reserve the right to cancel any order for any merchandise for any reason.
Proprietary Rights and Termination
Service Content, Software and Trademarks.
You are only authorized to use the Service for the purpose of engaging in business transactions with Threadcount. You may not use any automated technology to scrape, mine or gather any information from the Service or otherwise access the pages of the Service for any unauthorized purpose. If you are blocked by Threadcount from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). The technology and software underlying the Service or distributed in connection therewith are the property of Threadcount, our affiliates and our partners (the “Software”). 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.
The Service may contain images, artwork, fonts and other content or features (“Service Content”) that are protected by intellectual property rights and laws. Except as expressly authorized by Threadcount, you agree not to modify, copy, frame, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Threadcount.
The Threadcount name and logos are trademarks and service marks of Threadcount (collectively the “Threadcount Trademarks”). Other company, product and service names and logos used and displayed on the Service may be trademarks or service marks of their respective owners. Nothing in these Terms of Service or the Service grants any license or right to use any of Threadcount Trademarks without our prior written permission in each instance.
Disclaimer of Warranties.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THREADCOUNT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO ANY SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Limitation of Liability.
THREADCOUNT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THREADCOUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY MERCHANDISE, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THREADCOUNT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THREADCOUNT OR THREADCOUNT HAS PAID YOU IN THE LAST THREE (3) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Threadcount may suspend or terminate your account or use of the Service and remove any content within the Service, for any reason. Further, you agree that Threadcount will not be liable to you or any third party for any termination of your access to the Service.
Each party is an independent contractor in the performance of each and every part of these Terms of Service. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. You and Threadcount agree to submit to the personal and exclusive jurisdiction of the courts located within Santa Clara County, California. The parties expressly exclude the application of the UN Convention on Contracts for the International Sale of Goods. These Terms of Service constitute the entire agreement between you and Threadcount. The failure of Threadcount to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties’ intentions as reflected in the provision, and that the other provisions of these Terms of Service remain in full force and effect. A printed version of this agreement and of any notice given in electronic form will be admissible in legal proceedings. You may not assign these Terms of Service without the prior written consent of Threadcount, but Threadcount may assign or transfer these Terms of Service, in whole or in part, without restriction. Notices to you may be made via either email or regular mail. Threadcount may change these Terms of Service without notice.
Notice for Users in California.
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.