Terms & Conditions


These Terms and Conditions govern your use of Services made available to you by Thredwork LLC via the website www.thredwork.com on condition that you accept these Terms and Conditions, and confirm your acceptance of the Privacy Policy posted on the Thredwork Platform and incorporated herein by reference (collectively, the “Agreement”). The terms “You” or “Your” refers to the person accessing or using the Services. If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “You” or “Your” refers to such entity. BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THESE TERMS AND CONDITIONS AND COMPLETING THE REGISTRATION PROCESS, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THE AGREEMENT. IF YOU DO NOT ACCEPT THE AGREEMENT, OR DO NOT HAVE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. Unless otherwise stated herein, all defined terms shall have the meaning set forth in the Privacy Policy.

SERVICES.

Thredwork provides an online platform that connects businesses who have a supply chain need and businesses who can fulfill such need (each, a “Subscriber” and collectively, the “Subscribers”). Through the Services, Subscribers may post their needs and/or willingness to accommodate a Subscriber need. You may browse the Thredwork Platform and review listings from Subscribers, but if you wish to communicate with Subscribers (create a “Thred”) in order to negotiate a working relationship, you will need to register through the Thredwork Platform to create an account.
You understand and agree that Thredwork is designed to provide the Services of connecting Subscribers. Thredwork is not: (a) a party to any Thred or other agreements between Subscribers; (b) a broker of any sort charged with negotiating working relationships between Subscribers; or (c) a wholesaler or retailer.
You are using the Thredwork Platform and the Services at your own risk and you are personally responsible for verifying other Subscribers’ suitability for your needs.

REGISTRATION

During the online registration process, you will be asked to provide your name, business name, email address and other information, and create a user name and password for your account. You represent and warrant that all registration information you submit is truthful and accurate and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your user account, as well as for its use and misuse. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason.
You shall be solely and exclusively responsible for using the Thredwork Platform and the Services strictly in accordance with applicable laws. You will not make the Services available to any third party, remove or modify any proprietary marking or restrictive legends placed on the Services or the Thredwork Platform, or introduce into the Services or the Thredwork Platform any device, software, virus, worm, “back door,” Trojan Horse, or similar harmful code.

CONTENT

Content available on the Thredwork Platform includes:

THREDWORK CONTENT.

The Thredwork Platform contains materials, such as data, text, graphic, images, sound recordings, audiovisual works, and other materials provided by Thredwork or its licensors, Thredwork edited photographs of Subscriber submissions, profiles, text and other information regarding Subscribers requests and/or offerings prepared by Thredwork, all of which is owned exclusively by Thredwork; and

USER GENERATED CONTENT.

Subscribers may provide or generate content for the Thredwork Platform including, but not limited to, text, photographs, listings/information, communications between users (through the Thredwork Platform or a third party website), feedback, questions, commentary, postings, files, images, video, audio, and other materials (“User Generated Content,” and, collectively with the Thredwork Content, the “Content”).
You are solely responsible for any User Generated Content that you provide, and the consequences of posting or transmitting, linking or publishing all or any part of such User Generated Content. More specifically, you are solely responsible for all User Generated Content that you upload, email or otherwise make available on the Thredwork platform or via the Services. User Generated Content is not confidential, may be freely monitored by Thredwork (although Thredwork has no obligation to do so), and may be made public by Thredwork in its sole discretion.

In connection with User Generated Content you post on, transmit through, or link from the Services, you affirm, acknowledge, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions (including without limitation all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such User Generated Content) to use such User Generated Content for (a) the Services and on the Thredwork Platform, (b) inclusion and use in the manner contemplated by the Services, the Thredwork Platform and these Terms and Conditions, and (c) commercial purposes through any channels including, without limitation, videos; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person or business included in the User Generated Content to use the name or likeness of each and every such identifiable individual person or business for all of the foregoing purposes.
You retain all of your ownership rights in your User Generated Content; however, by submitting the User Generated Content to Thredwork, you hereby grant to Thredwork an irrevocable, non-cancellable, perpetual, worldwide, exclusive, royalty-free, sub-licensable, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Generated Content including, without limitation, for commercial purposes, and promoting and redistributing part or all of the User Generated Content (and derivative works thereof) in any media formats and through any channels now or hereafter known. You also hereby grant visitors to the Thredwork Platform, Subscribers a non-exclusive license to access, view and display, but not to otherwise access, distribute or copy, your User Generated Content through the Thredwork Platform.

INTELLECTUAL PROPERTY RIGHTS.

CONTENT.
The Content may be owned by us, by you, or by third parties, and is protected under both United States and foreign laws. Except as may be specifically authorized by Thredwork, You are prohibited from using the Content (including any Thredwork Trademarks) for any purpose including, without limitation, any use that is likely to cause confusion on the part of, to cause mistake by or to deceive the public as to any affiliation, connection, association, origin, sponsorship, approval or endorsement by or with Thredwork. Unauthorized use of the Content will violate these Terms and Conditions and applicable laws. Except for your own User Generated Content, you hereby agree: (i) you have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement; (ii) to retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content, (iii) not to sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use or exploit the Content in any way for any public or commercial purpose. Except for your own User Generated Content, the publication, use or posting of the Content on any other website, in a networked computer environment, or in any other forum for any purpose is expressly prohibited.

SECURITY.

You agree not to circumvent, disable or otherwise interfere with security related features of the Thredwork Platform or the Services, including any features that prevent or restrict use or copying of any Content or Services, or enforce limitations on use of the Thredwork Platform, the Services or the Content. You shall not decompile or disassemble, reverse engineer or otherwise attempt to discover, acquire, copy or emulate any source code or object code contained in the Services or the Thredwork Platform.

USER GENERATED CONTENT.

We reserve the right (although we have no obligation), to monitor User Generated Content, and remove any User Generated Content at any time, in our sole discretion, without any notification or explanation. User Generated Content may be readily accessible to the public via the Thredwork Platform, including any confidential information and personally identifying information that you may make available online. With respect to User Generated Content, we shall be free to use any ideas, concepts, know-how, or techniques contained therein for any purpose whatsoever including, but not limited to, the development, production and marketing of products and services that incorporate such information.

TRADEMARKS.

Thredwork is the owner of certain trademarks, service marks and logos (registered and unregistered) (the “Thredwork Trademarks”). Other product and service names and logos used and displayed on the Thredwork Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Thredwork. Nothing on the Thredwork Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Thredwork Trademarks displayed on the Thredwork Platform, without our prior written permission in each instance. All goodwill generated from the use of the Thredwork Trademarks will inure to our benefit.

ACCEPTABLE USE POLICY.

By accessing and/or using the Thredwork Platform or the Services, You hereby agree that:
You will not use the Services for any unlawful purpose;

You will not upload, post, e-mail, transmit, or otherwise make available any Content that:
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity;
is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or discloses any sensitive or personal information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.You will not “stalk” or otherwise harass another person;

You will not spam or use the Services to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, website, or company; or engaging in any pyramid or other multi-tiered marketing scheme;

You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means.

Any activities (including but not limited to posting voluminous content) that are inconsistent with use of the Thredwork Platform, Services or Content in compliance with these Terms and Conditions or the Acceptable Use Policy, or that may impair or interfere with the integrity, functionality, performance, usefulness, usability, signal-to-noise ratio or quality of all or any part of the Thredwork Platform, Services or Content in any manner are expressly prohibited. Any attempt (whether or not successful) to engage in, or to enable, induce, encourage, cause or assist anyone else to engage in, any unauthorized or prohibited activities is also expressly prohibited and is a violation of these Terms and Conditions.

Let us know if you notice inappropriate conduct on the Thredwork Platform or in connection with the Services, or believe that a user has violated our Acceptable Use Policy. We will investigate and take action we deem as appropriate, in our sole discretion.

LINKS TO OTHER WEB WEBSITES.

The Thredwork Platform may periodically provide links to third party websites (“Third-Party Websites”) as well as other websites operated by Thredwork (“Other Thredwork Websites”). This Agreement governs only the Thredwork Platform and not any Third Party Websites or Other Thredwork Websites. Our decision to link to a Third-Party Website is not an endorsement of the content or services in that linked Third Party Website. If you decide to access linked Third-Party Websites, you do so at your own risk. You should direct any concerns regarding any Third-Party Websites to the administrator of the applicable Third-Party Website. We also prohibit the use of any links to the Thredwork Platform from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of the Thredwork Platform with any other website.

ADVERTISEMENTS ON THE THREDWORK PLATFORM.

Thredwork, in its sole discretion, may post the advertisements of third parties on the Thredwork Platform. The display of advertisements on the Thredwork Platform is not intended as and does not in any manner constitute a recommendation, endorsement, or approval of the advertiser or its services by Thredwork. Your correspondence or any other dealings with advertisers found on the Thredwork Platform are solely between you and such advertiser and we are not responsible or liable for the statements or conduct of any third party, nor for any loss or damage incurred as a result of any such dealings or as the result of the presence of such advertisers on the Thredwork Platform.

SEARCH ENGINES.

Anyone accessing a Website, a Service, or any Content, or any portion thereof, in any manner whatsoever, whether by logging into the URL, or in any other way accessing or using the IP address of any Website, or accessing the server from which Thredwork or its agent hosts any Website, or downloading, looking at, or in any way or format accessing the Content (including, without limitation, crawling, scrapping, or otherwise obtaining data or information), is subject to these Terms and Conditions.

You have no right to (i) collect, aggregate, copy, duplicate, display or create derivative works of the Services or any Content available on the Thredwork Platform (except for your own User Generated Content), (ii) engage in crawling, scrapping or similar activities, or (iii) use automated means, including data mining, robots, crawlers, spiders, or similar data gathering, extraction tools and the like on any Website for any purpose. You agree not to use any means or measures whatsoever to circumvent any technological measure in place to prevent unauthorized use of the Thredwork Platform, the Content or the Services. Any copying, aggregation, display, distribution, performance or derivative use of any content posted on the Thredwork Platform whether done directly or through intermediaries (including but not limited to by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds) is prohibited.

Any access to or use of the Thredwork Platform to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with Thredwork (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or flag content) is prohibited. This prohibition specifically applies but is not limited to software, programs, applications and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology or product that exists now or in the future.

If you access the Thredwork Platform or copy, display, distribute, perform or create derivative works from the Thredwork Platform pages or other Thredwork intellectual property in violation of these Terms and Conditions or for purposes inconsistent with these Terms and Conditions, your access, copying, display, distribution, performance or derivative work is unauthorized. Circumvention of any technological restriction or security measure on the Thredwork Platform or any provision of these Terms and Conditions that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of the Thredwork Platform pages on your computer or computer server constitute "copies" under the Copyright Act, 17 U.S.C. § 101.

Notwithstanding the foregoing Thredwork may, by prior written consent in each case, permit general purpose internet search engines (that provide a method of “opt-out”), and non-commercial public archives that gather information to access the Thredwork Platform for the sole purpose of displaying hyperlinks to the Services, Content or the Thredwork Platform, provided that, (i) they do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file, and (ii) specifically exclude any website, search engine or other service that specializes in classified listings including any subset of classifieds listings such as housing, for sale, jobs, services, or personals, or which otherwise provides classified ad listing services.

Anything to the contrary contained herein notwithstanding, Thredwork specifically reserves the right to terminate your access and use of the Thredwork Platform, the Services and/or the Content, including any ability to extract data from or through the Thredwork Platform, for any reason or no reason, at its sole discretion.
SECURITY OF THE THREDWORK PLATFORM.

Actual or attempted unauthorized use of the Thredwork Platform, the Content or the Services may result in criminal and/or civil prosecution. Thredwork reserves the right to view, monitor, and record activity on the Thredwork Platform without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible illegal activity on the Thredwork Platform. Thredwork will also comply with all court orders as well as all law enforcement and regulatory inquiries involving requests for such information.

NO ENDORSEMENT.

Thredwork does not endorse any User Generated Content or any opinion, statement, recommendation, claim or advice expressed in any User Generated Content, and expressly disclaims any and all liability associated with User Generated Content. You acknowledge and agree that Thredwork is not liable for your interactions with any individuals and/or organizations on or through the Thredwork Platform, the Content or the Services including, but not limited to, the quality, availability or safety of any products or services offered by Subscribers, payment by Subscribers and/or their behavior, and any other terms, conditions, warranties or representations associated with any interaction or transaction you may have with individuals and/or organizations. Any and all such dealings are solely between you and such organizations and/or individuals. In the event of any dispute, you understand and agree that Thredwork is under no obligation to become involved in any capacity. In the event that you have a dispute with one or more other users, organizations, individuals or other third parties, you hereby unconditionally release Thredwork and its affiliates (and its and their respective officers, employees, agents and successors) from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes, and/or the Services, Content or the Thredwork Platform.

NO RESPONSIBILITY FOR CONNECTIVITY.

You are solely responsible for the means you use to access the Thredwork Platform and all costs associated therewith. You understand that we are not responsible for the performance of your hardware, software, the Internet, your Internet service provider and other third parties involved in connecting you to the Thredwork Platform.

DIGITAL MILLENNIUM COPYRIGHT ACT.

Thredwork will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

THREDWORK, LLC REGARDING: DMCA Attention:Brandon Smith 13488 Maxella Ave., Ste. 353Marina del Rey, CA 90292

If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

THREDWORK RESERVATION OF RIGHTS.

Thredwork is under no obligation to accept any individual or business entity as a Subscriber to the Services, and may accept or reject any applicant in its sole and complete discretion.

THREDS.

Once registered, Subscribers may create Threds requesting services or products that they are legally authorized to offer or that they are attempting to purchase. Thredwork will ask you to provide information about the business being supplied with such product or service, such as its address, pricing, deposit preferences, financial terms, standards and rules. Subscribers will negotiate the purchase through the Services based on the information you provide in your Thred. The price for any purchase may not be altered once a Subscriber has confirmed the purchase and payment terms of such purchase set forth in the Thred.

Subscribers acknowledge and agree that they are solely responsible for any and all information they post and for the content of their Threads. Accordingly, each Subscriber represents and warrants that any purchase of products or services will be in compliance with all applicable laws, tax requirements, rules and regulations, will not breach any agreements with any third parties, and will not conflict with the rights of third parties. You are solely responsible for evaluating the request for and/or fulfillment of requests for products or services and for ensuring that they comply with applicable law.

PRODUCT OR SERVICE REQUEST.

Subscribers are required to confirm or reject a request for products or services made through a Thread within 48 hours of the submission of such request, or the request will be automatically cancelled.

FEES.

While Thredwork currently does not charge fees for the Services, it reserves the right to change or charge a fee for the Services at a future date. In the event fees are charged for the Services by Thredwork, these Terms and Conditions will be updated accordingly. All price negotiation, payment processing and handling and refunds are between Subscribers. Thredwork is not a party to such negotiations and, as such, has no obligation to get involved in or liability relating to fee disputes between Subscribers.

CANCELLATIONS.

In most cases, Subscribers can cancel a Thred and resulting transaction within 24 hours of negotiating a purchase of products or services from another Subscriber. After 24 hours, it is up to the discretion of the Subscriber to offer a refund or modify the agreement between Subscribers in any way. It is important to note that some of our Subscribers have their own custom cancellation and/or refund policies which may be shown on their Subscriber information page and are negotiated separately between Subscribers when the request for a product or service is accepted. You will need to have read and understand these policies before initiating a Thred with such Subscribers.

LICENSE GRANT.

Thredwork grants Subscriber a non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Thredwork Platform, the Content, and the Services.

INSURANCE.

Thredwork does not provide property, commercial automobile, product liability, or general liability insurance, or any other type of insurance for Subscribers and does not protect against loss in any way or at any point whatsoever in the supply chain. Subscribers are solely responsible for obtaining insurance coverage sufficient to protect themselves during the entire transaction with other Subscribers. Subscribers agree that they have or will obtain the appropriate insurance coverage sufficient to cover all claims arising from the transactions they arrange with other Subscribers through the Services prior to the first transaction established through a Thread. Subscribers further agree to maintain and increase the insurance amounts, as needed, so as to carry all appropriate and adequate amounts through the completion of any transactions with other Subscribers established through the Services. Subscribers agree to provide Thredwork copies of relevant proof of coverage upon request. 


UNITED STATES USE ONLY.

The Thredwork Platform and the Services are intended to be used only by residents of the United States. Anyone who accesses the Thredwork Platform or uses the Services from outside the United States does so at their own initiative and risk and is responsible for compliance with all applicable laws.

DISCLAIMER OF WARRANTIES.

THREDWORK, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY THE “THREDWORK PARTIES”) HEREBY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS ABOUT THE THREDWORK PLATFORM, THE SERVICES, OR THE CONTENT (THE “MATERIALS”) INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. THE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND. YOU AGREE THAT YOU USE THE MATERIALS ENTIRELY AT YOUR OWN RISK. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE THREDWORK PARTIES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT THE MATERIALS WILL BE FREE FROM VIRUSES OR MALWARE, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE MATERIALS. NONE OF THREDWORK PARTIES WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE THREDWORK PLATFORM, ANY THIRD PARTY WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NONE OF THREDWORK PARTIES WILL BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND/OR OTHER USERS AND/OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

THE THREDWORK PARTIES DO NOT ENDORSE ANY SUBSCRIBER’S REQUESTS OR POSTS OR ANY CONTENT (INCLUDING, WITHOUT LIMITATION, ANY OPINION, RECOMMENDATION OR ADVICE EXPRESSED BY ANY SUBSCRIBER). YOU ACKNOWLEDGE THAT THE THREDWORK PLATFORM AND THE SERVICES MERELY PROVIDE A VENUE THAT ALLOWS SUBSCRIBERS TO CONNECT WITH EACH OTHER. NONE OF THE THREDWORK PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN SUBSCRIBERS OR FOR ANY RESULTS CAUSED BY USING THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE OR BREACH OF ANY AGREEMENT BETWEEN SUBSCRIBERS. NONE OF THE THREDWORK PARTIES IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY SUBSCRIBER. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.

LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WILL ANY OF THREDWORK PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE THREDWORK PLATFORM, THE SERVICES OR THE CONTET. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE THREDWORK PLATFORM, THE SERVICES AND THE CONTENT. IN NO EVENT SHALL THE THREDWORK PARTIES, OR ANY OF THEM, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM BUSINESS INTERRUPTION) RESULTING FROM YOUR USE OR INABILITY TO USE THE MATERIALS, OR YOUR PURCHASE OR RENTAL OF PRODUCTS OR SERVICES AVAILABLE THROUGH THE THREDWORK PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF THE THREDWORK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE LESSER OF (I) ONE HUNDRED DOLLARS ($100.00), OR (II) THE AMOUNT PERMITTED BY APPLICABLE LAW.
YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH ANY OF THE MATERIALS IS TO STOP USING THE THREDWORK PLATFORM OR THE SERVICES.

INDEMNIFICATION.

You agree to defend, indemnify, and hold Thredwork Parties harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees and court costs, arising or resulting from: (i) your breach of this Agreement; (ii) your access to, use, or misuse of the Thredwork Platform, the Content, or the Services; (iii) any User Generated Content provided through your account; (iv) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; and (v) any claims brought against Thredwork by a Subscriber as a result of your acts or omissions.

TERMINATION.

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Thredwork Platform, the Content and/or the Services at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Thredwork Platform, the Content and/or the Services at any time without prior notice or liability. You may terminate this Agreement at any time upon the provision of written notice to us by email to bsmith@thredwork.com.

MODIFICATION.

We reserve the right to amend this Agreement at any time and from time to time without notice. If you use the Thredwork Platform and/or the Services after this Agreement has been posted, you will be deemed to have agreed to this Agreement. If you do not agree to the modified Agreement, you should discontinue your use of the Services, which termination is your sole and exclusive remedy.

MISCELLANEOUS.

In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled limitation of liability, indemnification, miscellaneous shall survive the termination of this Agreement. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. You expressly absolve and release Thredwork Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. You may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Except for proceedings commenced by Thredwork to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of California. This Agreement contains the entire agreement of the parties concerning the Thredwork Platform and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Thredwork Platform. Without limiting the generality of the foregoing, you expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Thredwork Platform that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. All rights not expressly granted herein are reserved by Thredwork.

You consent and agree that Your checking  the box indicating You agree to these Terms and Conditions constitutes Your electronic signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by You in writing. Further, You agree that no certification authority or other third-party verification is necessary to the enforceability of Your signature. At our request, any electronically signed document must be re-executed in original form by You. No party hereto may raise the use of an electronic signature as a defense to the enforcement of these Terms or any amendment or other document executed in compliance with these Terms.