AGREEMENT TO TERMS
Please read these terms carefully as they contain, to the extent legally allowable in your jurisdiction, an agreement to arbitrate as well as other important legal rights, remedies, and information.
This Agreement applies to all Thryft services, including any websites created by sellers through the Thryft platform (collectively, the “Service(s)”). The Service provides a platform where Users can list and sell items (“Items”) on their own websites built using the Thryft platform. Users who purchase Items are called “Buyers”, and Users who sell Items are called “Sellers”. Users may be both Buyers and Sellers on the Service. In these transactions, Thryft will act as the merchant on behalf of the 'seller' and take on any risk associated with either the buyer or the seller.
4. Third Party Services
Thryft may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, "Third Party Service(s)") which may also provide to You links to sites, email and telephone correspondence and other offers outside of the Thryft network. Such Third Party Services are provided "AS IS" without indemnification, support, or warranty of any kind, and this Agreement does not apply to Your use of any such provided Third Party Services. You are responsible for evaluating whether You want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Thryft network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because You may give the operator permission to use Your information outside of what You have agreed to herein. Thryft is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services. The Service may provide you with access to YouTube through an application programming interface, or API. To the extent you access or use YouTube's services through the API you acknowledge and agree to abide and be bound by, the YouTube Terms of Service ( https://www.youtube.com/t/terms )
5. Third Party Material
Thryft will not be liable in any way for (1) any items or content on the Service posted by third parties, other users, or at the direction of users (all, “Third Party Materials”), or (2) any errors, omissions, loss, or damage of any kind as a result of such Third Party Materials on the Service; and you acknowledge that Thryft does not, and is under no obligation, to review, screen, or inspect any Third Party Materials on the Service, although Thryft reserves the right to do so, and remove Third Party Materials at Our sole discretion. You agree that you bear all risk associated with the use, reliance, condition, accuracy, completeness, or usefulness of Third Party Materials.
6. Referrals and Credits
7. Your Responsibilities
You are solely responsible for all information, descriptions, pictures, listings, data, text, music, videos, media, comments, or any other materials (“Content”) that you upload, post, publish, transmit, or display (“Post”) via the Service. The following are examples of Content, Postings, or Use of the Service that is illegal or prohibited by Thryft. Thryft may investigate, take legal action, or perform any other action it deems necessary or warranted in managing the Service, Your Content, Posting, or Use, without limitation, including preservation of such information for investigative purposes.
You agree to not use the service to (1) provide any Content, Postings, or otherwise that are unlawful, harmful, violent illegal, infringing on third party rights, objectionable, pornographic, libelous, invasive, encouraging money laundering, gambling or any other unlawful or unwarranted behavior. (2) violate any law, rule, or regulation, including any anti-spam, data privacy, or other restriction that may be applicable to Your use of the Service (3) create any derivative works or reviser engineer any part of the Service, or put unreasonable load on the Service infrastructure or disrupts the networks connected to the Service (4) promote any illegal activity or enterprise (5) stalk, harass, bully, impersonate or solicit information from anyone, especially those that are under the age of 18 (6) copy, scrape, harvest or use automated systems to collect contact information from the Service for use outside of those intended by this Terms of Service (7) to sell or transmit anything you don’t have a right to sell or transmit under law or existing relationship (8) pose a privacy or security risk (9) infringe on anyone’s intellectual property (10) spam any users with email, junk mail, fraud, schemes, or the like (11) transmit or upload viruses, worms, or interfere with the Service, or (12) take any action or inaction which Thryft, in its sole judgement, believes is questionable or could cause harm or liability.
8. Your Content
As Users of Our Services, all information, including items, messages, offers, purchases, sales, etc. that You post, transmit, or submit through Our Services (“Content”) is intended to be shared with other Users. By submitting any Content to us, You hereby represent and warrant that You own all rights to the Content or, alternatively, that You have the right to give us the license described below, including the correct and legal permissions and consents for any personally identifiable information you may provide to, or upload by way of, the Thryft Service(s). By posting or otherwise transmitting any User Content you hereby grant and will grant to Thryft and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify, make derivative works of and otherwise use in any manner your User Content in connection with the operation of the Service or any other products or services of Thryft, or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed (including without limitation publishing your User Content on the Internet or on Third Party Services such as Facebook, sharing it with blogs, etc., and allowing other users to share listings that include your User Content). You further represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. We are not under any obligation to review any Content posted by Our Users on Our Services, although We reserve the right to do so with or without notice, to prevent or rectify any alleged violations of this Agreement or any applicable law. We reserve all defenses made available to us by the Communications Decency Act and any other applicable laws, rules, or regulations. We may refuse to accept or display the Content, and may remove or delete all or any portion of the Content at any time. You understand that Thryft is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content, and that such Content is not the responsibility of Thryft. You further understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Thryft Parties with respect thereto. Any and all Content You upload is not considered confidential by Thryft, will be treated as public information, and You agree and understand is intended to be shared with other users of our Services as well as third parties, all in Thryft’s sole discretion, and Thryft has no control or liability over what other users do with your Content. You understand and agree that Thryft will not be liable for any treatment of your Content as confidential and waive all rights with respect to any such claims of confidentiality. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to Thryft are non-confidential and Thryft 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 you do not agree that your Content will be considered public and will not be considered confidential, you must not use the Service.
9. Intellectual Property Rights
You acknowledge the Service contains images and descriptions that are third party content (“Service Content”) that is protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Thryft retains all rights to Our intellectual property. You agree you will not copy, modify, scrape, distribute, create derivative works, or the like, or do or perform any other action with the Service Content or Thryfts intellectual property that you are exposed to through our Service not explicitly authorized by this Agreement. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. All goodwill generated from the use of Thryft Trademarks will inure to our exclusive benefit. Any rights not expressly granted herein are reserved by Thryft. Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Thryft.
10. Infringement Policy
Thryft respects the intellectual property of others and ask that our Users do the same. Although Thryft is under no obligation to do so, it will make all reasonable efforts to investigate notices of alleged infringement or violations of intellectual property laws and take actions regarding such infringement where applicable. If you believe your work has been copied in a way that constitutes infringement or your intellectual property rights have been violated, please provide our Copyright Agent with the following information: (1) confirmation you are owner, or authorized to represent owner of the intellectual property (2) description of your work (3) description of the infringing work, and (4) a statement that you believe use of the work is not authorized. If you work is removed due to infringement and You believe it is not infringing, please provide our Copyright Agent with (a) confirmation you are owner, or authorized to represent owner of intellectual property (b) identification of removed content and description, (c) statement of good faith regarding ownership of the intellectual property, (d) your contact information and a consent to submitting to federal courts located in the Northern District of California and a statement to accept service of process regarding the alleged infringement. Thryft will endeavor to resolve counter-notices in 10 to 14 business days, and will provide the original complaining party an opportunity to seek a court order against the counter-claiming party, and in the event no order is sought, may allow the original content to be reposted. Please contact our Copyright Agent at email@example.com (Subject line: Takedown Request), or through mail:
11. Purchase and Sale Transactions
12. 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. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THRYFT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THRYFT MAKES NO WARRANTY THAT (I) YOU WILL BE ABLE TO SELL OR PURCHASE ANY ITEMS THROUGH THE SERVICE OR THAT THE SERVICE WILL OTHERWISE MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
THRYFT MAKES NO GUARANTEE REGARDING THE AUTHENTICITY, QUALITY, SAFETY, OR LEGALITY OF ANY ITEMS OFFERED OR SOLD, NOR THE TRUTH OR ACCURACY OF ANY LISTINGS, OR ABILITY OF BUYERS AND SELLERS TO TRANSACT ANY BUSINESS ON THE PLATFORM.
13. Limitations on Liability
Thryft is not liable for (1) any Content posted on Our Services; (2) purchases, sales, or other obligations that may arise between Users; (3) any damages that result through Your use of Our Services; (4) any negative or critical comments that may be posted by other Users through the Services; (5) any of the Third Party Service(s) You may be provided pursuant to Your use of the Services; (6) any third party personally identifiable information you upload or provide to Thryft pursuant to the Services (7) any cost of substitute goods or services.
You are solely responsible for your interactions with other users, including any purchase or sale transactions. You agree Thryft will have no liability or responsibility with respect to such interactions, purchases, or sales. Thryft reserves the right but is under no obligation to become involved in any dispute between You and another user.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THRYFT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, WHETHER OR NOT THRYFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SERVICES; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (3) ANY OTHER MATTER RELATED TO THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL THRYFT BE LIABLE TO A USER, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR MORE THAN THE GREATER AMOUNT OF (1) COMMISSIONS THAT YOU HAVE PAID TO THRYFT AS A SELLER IN THE LAST SIX (6) MONTHS, OR, (2) ONE HUNDRED U.S. DOLLARS (USD $100).
THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW. Our licensors and service providers will have no liability of any kind under this Agreement. Unless such restriction is prohibited by applicable law, You may not bring any claim under this Agreement more than twelve (12) months after the cause of action arises.
You agree to release, defend, indemnify and hold Thryft, its affiliates and employees (collectively, “Indemnitees”) harmless from any legal claim or demand (including reasonable attorney fees) that arises from Your actions (or inactions), Your use (or misuse) of our Services, Your breach of the Terms, or You and Your accounts infringement of someone else’s rights. 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.
15. Mobile Services
When you access the Service through a mobile device, you may incur a fee for data usage or other associated costs from your wireless provider. You agree that You are solely responsible for Your use of the Service on your mobile device and adherence to your wireless provider’s terms and conditions.
16. Apple-Enabled Software Applications
Thryft offers Software applications that are intended to be operated in connection with products made commercially available by Apple Inc. (“Apple”). With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:
Thryft and you acknowledge that these Terms are concluded between Thryft and you only, and not with Apple, and that as between Thryft and Apple, Thryft, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof. You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms. Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iPhone OS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple- Enabled Software. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Thryft’s sole responsibility, to the extent it cannot be disclaimed under applicable law. Thryft and you acknowledge that Thryft, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Thryft and Apple, Thryft, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Thryft by e-mail to firstname.lastname@example.org.
Thryft and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms with respect to the Apple-Enable Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enable Software as a third party beneficiary thereof.
17.1 Governing Law
Each party will comply with all laws, rules, and regulations applicable to this Agreement. This Agreement shall be governed by the laws of the State of California without giving effect to its principles regarding conflicts of law. All disputes shall be resolved exclusively in state or federal court in San Mateo County, California. You acknowledge that the Services are of United States origin and agree to comply with all export laws and regulations of the United States.
17.2 Dispute Resolution, Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY.
Thryft is always interested in resolving disputes amicably and efficiently. If you have any concerns or disputes please email customer support at email@example.com. Any unresolved dispute shall be settled by binding and confidential arbitration, notice of which must be sent by You to Thryft, per the Notice provision set forth herein, and describe the nature of the claim and relief sought. If resolution is not reached within sixty (60) calendar days You or Thryft may commence an arbitration proceeding. The arbitration will be conducted in a forum convenient to both parties, and if the claims involved total less than US$10,000, then will be conducted through document submission or telephonic hearing unless in person arbitration is legally required. Arbitration shall be subject to the Federal Arbitration Act, or applicable binding arbitration in your jurisdiction. The arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if applicable, the Supplementary Procedures for Consumer Related Disputes. If the value of the relief sought is USD $10,000 or less, at your request, Thryft will pay all Arbitration Fees. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. YOU ARE HEREBY GIVING UP YOUR RIGHT TO GO TO COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. Any claims brought by you must be bought in an individual capacity, not as a class member in any representative proceeding. An arbitrator may not consolidate individuals’ claims. The arbitrator will not have authority to award damages in excess of the amount allowed by this Agreement. The arbitrator also shall be authorized to grant any equitable remedy or relief it deems just and equitable and within the scope of the Agreement. All aspects of the proceeding, ruling, decision, or award will be considered confidential between the parties. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, provincial or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. Notwithstanding anything to the contrary herein, any change made to this Arbitration Agreement may be rejected by You within thirty (30) calendar days of such change, and in the event of such rejection, the terms of the original Arbitration Agreement language will apply.
17.3 Severability, Headings, Non-waiver
The unenforceability of any provision of this Agreement will not affect the enforceability of any other provision. If any provision of this Agreement is deemed to conflict with another, Thryft will have the sole right to elect which provision remains in force. Headings are provided for convenience only. We reserve all rights under applicable law. Our non-enforcement of any provision of this Agreement or under applicable law will not be construed as Our waiver of any enforcement rights under the same or different circumstances at any time in the future.
THIS AGREEMENT AND THE SERVICES DESCRIBED HEREIN ARE SUBJECT TO CHANGE BY THRYFT IN ITS SOLE DISCRETION AT ANY TIME. Thryft may modify or discontinue the service with or without notice. Thryft is not liable to You or any third party for any such modification or discontinuation. When changes are made to this Agreement, We will make a new copy of the Agreement available by posting on Our Site or through the Services. We will also update the "Last Revised" date at the top of the Agreement. If We make any material changes, and You have registered to use the Services, We may also notify you via email or through the Services. Changes will be effective immediately for new users and will be effective ten (10) days after posting notice of such changes on the Site for existing users. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, do not use or access (or continue to use or access) the Service.
We may suspend or terminate the Services or Your account at Our discretion without explanation, notice, and liability to Thryft including removing and discarding any items or content within the Service, for any reason, though We will strive to provide a timely explanation. 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. You may terminate this Agreement by closing Your account for the Service. Thryft will not have any liability whatsoever to You for any suspension or termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including ownership, success fees, warranty disclaimers, indemnity and limitations of liability.
17.6 Export Controls and Laws
All Software and Services may be subject to export control laws in your applicable jurisdiction. You agree that you will not, and are solely responsible for any violation of, such export control laws. Download and use of software, including where You use, is Your responsibility and at Your own risk.
17.7 Electronic Communication, Documentation
When you use the Service or send e-mails to us, you are agreeing to communicate with us electronically. This Agreement and any other documents reference herein will be considered a “writing” or “in writing” to comply with applicable legal requirements, and are legally enforceable between the parties. Printed versions of this Agreement and the documents referenced herein will be admissible in any legal proceeding
You agree We will provide notices and messages to You within the Services, or if required, via email or regular mail. You may provide Thryft notice and will be deemed provided once received by Thryft, addressed via mail to the address noted in the Questions, Comments section below.
17.9 Questions, Comments
Please contact us with any questions, comments, or to report a violation of this Agreement:
18. Geographic Specific Provisions
18.1 Users in California
Notwithstanding anything to the contrary in the rest of the Agreement, the following takes precedence with respect to Users in California:
18.1.1 California Civil Code. Under California Civil Code Section 1789.3, users of the Service from California are 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., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
18.2.1 Arbitration. the Arbitration Act, RSBC 1996, c. 55 (the “Act”) governs the interpretation and enforcement of the Arbitration Agreement and any reference to the American Arbitration Association “AAA”) is deemed replaced with the British Columbia International Commercial Arbitration Centre (“BCICAC”). If there is an inconsistency between the Arbitration Agreement and the Act, the Arbitration Agreement will prevail.
18.2.2 Governing Law These Terms shall be governed by the laws of the Province of British Columbia without regard to its conflict of law provisions, and you agree to the personal and exclusive jurisdiction of and venue in the provincial courts in Vancouver, British Columbia and waive any objection to such jurisdiction or venue.
18.2.3 Language of Terms English shall be the language of these Terms and the parties waive any right to use and rely upon any other language or translations. Il est la volonte expresse des parties que les presentes Conditions d’utilisation et tous les documents qui s’y rapportent soient rediges en langue anglaise, exception faite des documents pour lesquels la loi exige l’usage exclusif du frangais.