Terms of Use

Last Updated: June 30, 2022

BY VISITING OR USING OUR WEBSITE, INCLUDING ANY ASSOCIATED SERVICES OR INFORMATION, OR BY SUBMITTING INFORMATION TO THRASIO, YOU AGREE TO AND ARE BOUND BY THESE TERMS AND CONDITIONS (“TERMS OF USE” OR “TERMS”), INCLUDING, BUT NOT LIMITED TO, ANY ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE BY HYPERLINK, CONDUCTING TRANSACTIONS ELECTRONICALLY, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, BINDING ARBITRATION, AND A CHOICE OF NEW YORK LAW.  These Terms of Use apply to this Website and your use of this Website. Please read these Terms of Use carefully before accessing or using our Website. If you do not agree to all the terms and conditions under these Terms, then you may not access the Website nor transact or use any of the associated services. In addition, when using particular services, your transactions or services may be subject to additional terms and conditions applicable to such services which may be posted from time to time. This may include promotions, sweepstakes/contests, as well as shipping and return policies for certain transactions. 

Thrasio may, in its sole discretion, and at any time, discontinue this Website or any part thereof, with or without notice, or may prevent your use of this Website with or without notice to you. You agree that you do not have any rights in this Website and that Thrasio will have no liability to you if this Website is discontinued or your ability to access the Website or any content you may have posted on the Website is terminated. All restrictions, rights granted by you, and all disclaimers and limitations of liability will survive any termination.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.

The Website and all the content, features, and functionality (including but not limited to all software, digitally downloaded files, text, displays, photographs, images, graphics, video, audio, designs, trademarks, trade dress, logos, product names or packaging, slogans, and the arrangement thereof) (“Company Content”) are owned by Company or its licensors, and is protected in the United States and internationally by copyright, trademark, patent, trade secret, and other intellectual property laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You agree not to reproduce, distribute, modify, creative derivative works of, download, display, store, transmit or otherwise use any Company Content, including but not limited to, for use (a) in any publications, (b) in public performances, (c) on websites other than this Website or any other commercial purpose, (d) in connection with products or services that are not those of Brand, and/or (e) in any other manner that is likely to cause confusion among consumers, that disparages or discredits Company, the Brand and/or their licensors or their respective products or brands, that dilutes the strength of the Company's, the Brand’s or their respective licensors' intellectual property, or that otherwise infringes Company’s, the Brand’s or their respective licensors’ intellectual property rights. You further agree to in no way misuse any Company Content or third-party content that appears on the Website. 

 

If you are a trademark or copyright owner and you believe that your trademark or copyright rights have been violated, please send us a notification, under the Digital Millennium Copyright Act (“DMCA”), by e-mail to Thrasio, LLC at [email protected], or by mail to DMCA Notice, Thrasio, LLC Legal Dept., 85 West Street, Floor 3, Walpole, MA  02081.

 

Please include the following, as required by the DMCA:

 

• Identify the copyrighted work(s) you claim is/(are) infringed.

• Identify the material you claim is infringing the copyright(s) and provide enough information for us to reasonably locate that material.

• Include a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf (the “Claimant”).

• Include the Claimant’s name, address, and telephone number(s), and email address if available.

• Include a statement that the Claimant has a good faith belief that use of the disputed material is not authorized by the copyright owner or their agent or law.

• Include a statement, under penalty of perjury, that the information in the notification of copyright infringement is accurate and that the Claimant is authorized to act on behalf of the copyright owner.

 

For more details on the information required for valid notification, see 17 U.S.C. § 512(c)(3).

You should be aware that, under the DMCA, Claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys’ fees.

Certain areas of the Website may ask you to provide information to participate in certain features or access certain content. If you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Website, or any features at all. 

 

If the Website prompts you to submit information, you must complete the specified process by providing us with current, complete, and accurate information as requested by the applicable registration form. It is your responsibility to ensure the currency, completeness, and accuracy of your registration data, and any failure to do so is your responsibility. During the registration process, you may be asked to enter your name and valid e-mail address. You are entirely responsible for any and all activities that occur in connection with the submission of such email address. You agree to notify Company and the Brand immediately if you change your email address and no longer use the email address you provided. Neither Thrasio nor Brand is liable for any loss or expenses that you may incur as a result of someone else using your email address, either with or without your knowledge. Neither Thrasio nor Brand is responsible for any delay in updating your contact information after you have reported a change of your email address to Company or Brand. 

 

You further understand and agree that you have no ownership rights in any information you may provide to us, or access to the Website or features or services therein. We may cancel services, including subscription services, and delete all User Content associated with your use at any time, and without notice, if we deem that you have violated these Terms, the law, or for any other reason. We assume no liability for any information removed from our Website and reserve the right to permanently restrict access to the Website.

You may choose to review one of our products by accessing, completing, and submitting the “Write a Review” feature on our pages. When you post such a review, you are agreeing to and affirming that: the review represents your honest opinions based on actual use of the reviewed product; you haven’t received any form of compensation for your review; and, you are granting the Company a perpetual, worldwide license to use your review (in whole, in part, or edited without changing meaning) in any and all media for any purpose, including advertising and promotional purposes.

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. Company makes no representations regarding the amount of time that any Company Content or User Content will be preserved. Company makes no representation or warranties that any material, images, applications, or files obtained from or through the Website are free from computer viruses or other faults or defects. It is your responsibility to take customary precautions against computer viruses and/or concerning inaccuracies, typographical errors or other defects on the Website or applications or material available on or through Website. 

 

This Website may include content provided by third parties, including materials provided   by   other   users,   bloggers,   and   third-party   licensors,   syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, nor for the content or accuracy of any materials provided by any third parties. Company does not endorse, verify, evaluate, or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to, advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Company without the prior review and written approval of Company.

You may be asked to supply certain information relevant to a transaction including, without limitation, information about your method of payment (such as your payment card number and expiration date), your billing address, and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you grant to the Company the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any transaction.

 

All descriptions, images, references, content, products and prices of products described or depicted on the Website are subject to change at any time without notice. By placing an order, you represent that the products or services ordered will be used only in a lawful manner.

Certain products or services may be available exclusively online through the Website. Products or services may have limited quantities and are subject to return or exchange only according to our Return Policy or 30-Day Money-Back Guarantee link, as applicable, which may be available in the footer of the Website. 

 

Company reserves the right, with or without prior notice, to do any one or more of the following: (a) limit the available quantity of or discontinue any product or service; (b) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (c) bar any user from making or completing any or all transaction(s); and (d) refuse to provide any user with any product or service. You agree to pay all charges that may be incurred by you or on your behalf through the Website, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your transaction(s).

 

Sales of products or services may be limited to any person, geographic region or jurisdiction. We reserve the right to limit the quantities of any products or services that are offered. All descriptions of products, services or pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product or service at any time. Any offer for any product or service made on this Website is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the service will be corrected.

 

Subscription Services

 

We may offer subscription services that allow you to schedule recurring orders. Subscribers will automatically be charged for selected products based on the frequency of your choice until you end the program. You acknowledge that by opting-in to the subscription program you are agreeing to these subscription terms (“Subscription Terms”) and these Terms of Use, and further authorize Thrasio and our third-party payment processors to access your billing information to automatically charge the payment method associated with your subscription. 

 

Payment

 

While we do not charge a fee for these subscription services, subscribers remain responsible for paying any fees incurred in connection with purchasing selected products, which include without limitation, shipping and handling charges and any taxes. Subscribers determine how often to place orders and will be charged based on the selected subscription schedule (e.g., monthly subscribers will be charged each month), unless you cancel your order or the subscription in a timely manner in accordance with these Subscription Terms. Total charges may vary and may increase or decrease, depending on the cost of the goods purchased. We generally send order confirmation notices to the email associated with your subscription prior to placing your order. Our confirmation notices include information about your subscription, including upcoming charges, when you will be billed, and how to cancel the subscription service.

 

Cancellations

 

Subscribers may cancel their subscription services at any time in accordance with these Subscription Terms. To cancel the subscription program, you must unsubscribe at least seven (7) days prior to the order processing by following the prompt in the email we send in connection with your subscription order or canceling through the Website. Failure to properly cancel on time may result in your order being processed though subsequent orders will be canceled if you opt-out. Even if you successfully terminate your subscription, if the effective date of termination is after an order has been processed, you will separately be required to cancel the processed order to avoid being charged. Processed orders may be canceled in accordance with the applicable Cancellation Policy that may be available in the footer of the Website. If you do not cancel processed orders on time, you may be charged for that order, however, subsequent orders associated with your subscription will terminate as a result of your cancellation and you may consult the refund and return policy for information on returning orders. You can reach us through the Contact Page for help with canceling your subscription.   

 

Returns and Refunds

 

Orders purchased through the subscription program are subject to the applicable refund and return Policy that may be available in the footer of the Website. 

We may offer a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Program Terms and Conditions (the “Agreement”) and these Terms of Use. By opting in to participating in any of our Programs, you accept and agree to this Agreement and these Terms of Use, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in the “Dispute Resolution; Binding Arbitration” section below. 

 

User Opt In: The Program allows Users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By agreeing to participate in the Program, you agree to receive text messages, including autodialed or prerecorded mobile messages, from or on behalf of Thrasio or the Brand at the phone number associated with your opt-in. You understand that consent to receive such autodialed or prerecorded mobile messages is not required to make any purchase from Us. You further understand and agree that by signing up to receive text messages, you are providing your digital signature. 

 

Message and data rates may apply to each text message sent or received in connection with the Program, in addition to any applicable roaming charges. Not all carriers are covered and supported carriers may change from time to time. You represent that you are the account holder for the telephone number(s) that you provide.  

 

User Opt Out: If you do not wish to continue participating in the Program, text STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt out of the Program. You may receive a confirmation message confirming your decision to opt out. To request additional information or to get help, text HELP to the phone number from which you received the text message. 

 

Duty to Notify and Indemnify: If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your participation in any of our Programs.

 

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US AND COMPANY ENTITIES HARMLESS FROM ANY CLAIM OR LIABILITY, EXPENSES, AND/OR DAMAGES RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING WITHOUT LIMITATION ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, ET SEQ., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

 

Program Description: Without limiting the scope of the Program, users that opt into the Program may receive messages concerning the marketing and sale of digital and physical products, services, and events, depending on the Program.

 

Cost and Frequency: Message and data rates may apply. The Program may include recurring mobile messages, up to 4 messages per month, and additional mobile messages may be sent periodically based on your interaction with Us or the Program you select.

Support Instructions: For support regarding the Program, text “HELP” to the number from which you received messages. 

 

Our Disclaimer of Warranty: The Program is offered on an “as-is” basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. T-Mobile is not liable for delayed or undelivered mobile messages.

 

Participant Requirements: You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.

In addition to any other prohibitions as set forth in these Terms of Use, you are prohibited from using the Website, including any features or content of the Website: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate; (f) to submit false or misleading information or to otherwise deceive another person; (g) to upload or transmit viruses or any other type of malicious or harmful code that will or may be used in any way that will affect the functionality or operation of the Website, any other computer software or hardware, or telecommunications equipment; (h) to collect, post or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Website,  any other computer software or hardware, or telecommunications equipment; or (l) for any purposes that is tortious, abusive, intrusive on another's privacy, pornographic, violent or otherwise objectionable or inappropriate as determined by Thrasio. You will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; you will not use the Website for any commercial purpose not expressly approved by Thrasio in writing; you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; you will not impersonate any person or organization, including without limitation, the personnel of Thrasio or Brand, or misrepresent an affiliation with another person or organization. We reserve the right to terminate your use of the Website for violating these Terms including any of the prohibited uses.

 

You acknowledge and agree you will not submit to the Website, any photos, written posts, or other materials (“User Content”) that constitute prohibited content. Prohibited content includes:

• Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;

• Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;

• Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;

• Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;

• Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and

• Any other content that is prohibited by applicable law in the jurisdiction from which the message is sent.

By displaying, publishing, or otherwise posting any User Content on or through the Website, you hereby grant to Thrasio and Brand a non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, edit and revise any User Content (without notice), as well as the right to sublicense User Content to third parties. You continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own all User Content submitted, displayed, published or posted by you on the Website and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any User Content, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity. You further represent that all information provided by you through this Website is true and accurate. We reserve the right to remove any User Content you provide, in its sole discretion, without any notice to you.

Certain content, products and services available via our Website may include materials from third parties, including without limitation, links and tools. Third-party links on this Website may direct you to third-party websites that are not affiliated with us or Brand. You acknowledge and agree that we provide access to third-party tools “as is” and “as available” without any warranties, representations, and/or conditions of any kind and without any endorsement. Any use by you of third-party tools offered through the Website is entirely at your own risk. Neither the Company nor Brand are responsible for examining or evaluating the content or accuracy of any third-party materials and we do not warrant and will not have any liability or responsibility for any third-party materials, tools or websites, or for any other materials, products, or services of third parties.

 

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party. Information you submit at a third-party site accessible from this Website is subject to that site's terms and conditions and privacy policy.

Company and Brand aims to describe and display its products accurately on the Website. However, some information on our Website, including any items and services, may contain typographical errors, inaccuracies, or omissions, including with respect to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability and Company may experience delays in updating information on the Website and in our advertising on other Websites. As a result, Company cannot and does not guarantee the accuracy or completeness of any information on the Website. We and Brand reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website is inaccurate at any time without prior notice (including after you have submitted your order).

We do not guarantee, represent or warrant that your use of our Website, including any services, will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the Website will be accurate or reliable. 

 

You expressly agree that your use of, or inability to use, the Website is at your sole risk. THE WEBSITE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE WEBSITE ARE (EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED IN WRITING BY US) PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT ARE MADE WITH RESPECT TO THIS WEBSITE OR ANY INFORMATION OR SOFTWARE THEREIN.

You acknowledge and agree that the release under these Terms apply to all known and unknown claims and you hereby waive any and all rights and protections under California Civil Code Section 1542, which states the following: 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 NO CASE, INCLUDING NEGLIGENCE, SHALL THRASIO, BRAND, OUR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS (COLLECTIVELY, “COMPANY ENTITIES”) BE LIABLE FOR ANY  DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (COLLECTIVELY, “DAMAGES”) THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS WEBSITE, NOR SHALL COMPANY OR COMPANY ENTITIES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND COMPANY’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS WEBSITE'S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES WILL COMPANY OR COMPANY ENTITIES BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS UNDER THIS PARAGRAPH MAY NOT APPLY TO YOU AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF COMPANY’S NEGLIGENT, FRAUDULENT, RECKLESS ACTS OR INTENTIONAL MISCONDUCT.

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE WEBSITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE. THE INFORMATION ON THE WEBSITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

You agree to indemnify, defend, and hold harmless Thrasio and the Company Entities, from and against any damages and expenses, including reasonable attorneys’ fees and costs, arising from any claim made by any third-party due to or arising out or related to your breach of these Terms of Use, or any violations thereof by your dependents or any claims arising from the use of User Content you submitted, posted, or otherwise provided to Company or Company Entities or this Website.

You and Thrasio agree that any controversy or claim (except for any claim of infringement, breach of confidentiality, or misappropriation of any patent, copyright, trademark, or trade secret) arising out of or relating to these Terms of Use, the Website, and/or use of the Website, as well as all questions of arbitrability, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (“Commercial Rules”) by a sole arbitrator. You can access the Commercial Rules at https://www.adr.org/Rules or by calling +1 800-778-7879. You and Thrasio shall endeavor to agree upon the arbitrator, and if you and Thrasio fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the AAA in accordance with the Commercial Rules. The place, or legal seat of arbitration, shall be NEW YORK, and the language of the arbitration shall be English.  

YOU MAY ONLY BRING CLAIMS IN YOUR INDIVIDUAL CAPACITY ON YOUR OWN BEHALF, AND NOT IN ANY REPRESENTATIVE CAPACITY OR ON BEHALF OF ANY CLASS OR PURPORTED CLASS OR ANY COORDINATED OR MASS ACTION, AND NO ARBITRATION YOU COMMENCE HEREUNDER MAY BE JOINED WITH OR INCLUDE ANY CLAIMS BY ANY OTHER PERSONS. Each party shall bear its own arbitration filing fees.

 

The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. 

 

The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

 

No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law (other than to legal or professional advisors, witnesses, or experts acting pursuant to a duty of confidentiality). Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than legal or professional advisors, witnesses or experts acting pursuant to a duty of confidentiality), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed or kept confidential to the extent permitted by law.

BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THIS WEBSITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

In the event that any provision of these Terms of Use is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions. The failure of Company or Brand to comply with these Terms because of an act of God, epidemic, outbreak, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Company or Brand, shall not be deemed a breach of these Terms.

Both you and Company acknowledge and agree that no partnership is formed and neither of you nor Company has the power or the authority to obligate or bind the other.

On certain areas of our Website, you may be given the ability to provide us with personally identifiable information. Your submission of personal information through the Website is governed by our Privacy Policy available in the footer of our Website.

These Terms will be governed by and construed in accordance with the internal laws of the State of New York without regard to conflicts of laws principles. By using this Website, you hereby agree that any and all disputes regarding these Terms and/or the Website not subject to the arbitration provision set forth above will be subject to the federal and state courts located in the State of New York. YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS WEBSITE AND/OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.  These Terms operate to the fullest extent permissible by law.

The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use and any policies or operating rules posted by us on this Website or in respect to the services provided on the Website constitute the entire agreement which you agree is binding on you and your heirs, successors, affiliates, and representatives, and supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use). By using the Website you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms.

Questions about the Terms of Use should be sent to using the Contact Page or by mail to Thrasio, 85 West Street, Floor 3, Walpole, MA 02081.