LAST UPDATED: April 17, 2023
The brand displayed on the website (the “Brand”) and ThredUp Inc. (“thredUP”) are offering you the opportunity to clean out your closet and sell your previously loved apparel.
HOW IT WORKS
thredUP acts as a service provider to the Brand. thredUP inspects the items you send through the Clean Out Kit and lists your accepted items for sale. You will receive a notice from the Brand and thredUP once your Clean Out Kit has been processed. The Brand and thredUP reserve the right to purchase your items before they are listed for sale.
Only items that meet the Brand and thredUP’s strict standards are accepted for sale. An item may be rejected for any reason. Each item will be evaluated to determine if the item: (a) is in excellent, new or like-new condition, and if needed, that has been freshly laundered and completely dried; (b) is free from stains, pilling, holes, odor, and any other signs of excess wear; (c) is in-season and on-trend; and (d) is authentic; and (e) for which the representations and warranties you make in the “Your Representations, Warranties, and Indemnification” section below are true.RETURN ASSURANCE
If applicable, you may choose to add return assurance for an additional fee for each Clean Out Kit you request. If you select return assurance, thredUP will return items that we do not accept.
UNACCEPTED ITEMS BECOME PROPERTY OF THREDUP
If return assurance is not selected, any unaccepted items will immediately and irrevocably become property of thredUP and will not be returned. thredUP reserves the right to sell unaccepted items to third-party textile recyclers or through its other proprietary commercial channels without any obligation to compensate you for such unaccepted items. If you do not agree to the foregoing, please select return assurance, if applicable, or consider the foregoing prior to using the Clean Out service.
YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that: (a) you have good and marketable title to each item and have the right to sell each item; (b) none of the items are subject to any liens or other encumbrances; (c) none of the items include stolen or counterfeit goods or goods that are illegal to sell; and (d) none of the items infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation.
Listing prices are determined by many factors, including the estimated retail price, brand, seasonality, and quality of each item. Once your item is listed, you can change the listing price of your item by contacting Customer Service at firstname.lastname@example.org. Any adjustments made to the listing price may affect the payout amount you receive if your item sells.
Once all the items in your Clean Out Kit are sold and beyond the eligible return period, you’ll receive your payout from the Brand, except with respect to value brands. You will not receive any payout for value brands. The list of value brands will be updated from time to time. Please check here for the current list.
Payouts are typically made by the Brand within 45 days of the close of the eligible return period. Your payout will be based on the final selling price, excluding multiple distribution center fees buyers may incur. The current payout schedule is here:SELLING PRICE YOUR PAYOUT
$200 or more 80%
ITEMS LISTED ON THIRD-PARTY PLATFORMS
The Brand and thredUP reserve the right to list and sell any items on third-party platforms (including online auctions, omnichannel retail partners and other relevant distribution channels). Any seller payouts for items sold on third-party platforms will be consistent with the payout schedule listed in the Frequently Asked Questions.
RECLAIMING ACCEPTED ITEMS
You may reclaim an accepted item during the final seven days of the item’s 30-day listing window, except for value brands. Value brands cannot be reclaimed. If you do not reclaim an accepted item, the item becomes property of thredUP. You may contact Customer Service at email@example.com to reclaim an accepted item. You are responsible for any fees associated with reclaiming an item.
COUNTERFEIT AND STOLEN ITEMS
You acknowledge and understand that the Brand and thredUP are subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. The Brand and thredUP fully cooperate with law enforcement or brands seeking to track down the source of counterfeit items.
You are responsible for ensuring the authenticity of all items you provide in the Clean Out Kit. thredUP’s authentication process is proprietary and independent. If thredUP cannot verify the authenticity of an item in your Clean Out Kit or it does not otherwise meet our authenticity standards, we reserve the right in our sole discretion to refuse to accept the item. thredUP reserves the right to destroy apparel it deems to be counterfeit in accordance with applicable laws. You acknowledge and agree that any item determined by thredUP to be counterfeit will not be returned to you and may be destroyed.
TITLE TO PROPERTY
You will continue to own and have title to each item that we have accepted until that item is “sold“. An accepted item will be considered sold when: (a) the Brand or thredUP buys your item; (b) the item is sold to a customer and not returned within the then-current return window; or (c) the consignment window for the item expires.
PAYOUT AND OTHER DISPUTES
If there is a dispute between you and the Brand or thredUP, the Brand will have no obligation to pay any payout or other amounts due to you, including without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. The Brand may withhold any payout earnings due to you (including any due for sold items not subject to the dispute) in full or partial satisfaction of any amounts you owe to the Brand or thredUP.CHANGES
We may revise these Seller Terms, our policies and/or the Clean Out services at any time. Any changes or modifications to the services and/or policies will be effective upon posting of the revisions. Your use of the services following any change constitutes your agreement to follow and be bound to these Seller Terms as revised. At our discretion, we may also notify you of certain changes by sending you an email to the email address associated with your account. You are responsible for providing us with your current email address. Please regularly check Seller Terms to view the then-current terms.
DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER
INFORMAL DISPUTE RESOLUTION
In the event you wish to initiate an action, we strongly encourage you to first contact thredUP directly to seek a resolution by contacting Customer Service at firstname.lastname@example.org.
If your issue is not resolved accordingly, then you agree to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted through the Clean Out service, or the breach, enforcement, interpretation, or validity of the terms outlined on this page (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to thredUP and the Brand (by first-class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent:1. to thredUP at:
Attention: Legal Department
969 Broadway, Suite 200
Oakland, CA 94607
2. to the Brand at:
TOMS Shoes, LLC
5800 Uplander Way, Suite # 100
Culver City, CA 90230
Attn: Legal Department
3. to you at: your last-used billing address or the billing and/or shipping address on file.
You agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party.
To the extent you cannot resolve any Dispute through the informal dispute resolution procedure described above, A DISPUTE SHALL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION. Arbitration is a process established by law that allows parties to a transaction to agree to resolve their Disputes by an independent arbitrator, rather than by a judge and jury. In an arbitration, only the arbitrator hears the evidence presented by both sides and makes a decision that is final and binding on the parties. The arbitrator may award damages and provide other relief as provided by law. By agreeing to arbitrate any Disputes, you agree to give up your right to go to court to assert or defend your rights under these terms and with respect to any Dispute, and all parties expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this arbitration provision. This arbitration clause is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this arbitration clause are expressly excluded from the requirement to arbitrate. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Prior to initiating any arbitration, the initiating party will give the other party at least 60-days’ advance written notice of its intent to file for arbitration, unless otherwise required by law. You may be provided notice via your last known email address on file, and you must provide such notice by email to email@example.com and firstname.lastname@example.org. During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Dispute. Failing such amicable settlement and expiration of the notice period, any participating party may initiate arbitration.
Where the relief sought is $10,000 or less, the parties agree that the arbitration will be conducted by FairClaims (www.fairclaims.com) in accordance with their applicable arbitration rules and procedures effective at the time a claim is made. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. To begin an arbitration proceeding with FairClaims, you must follow the steps outlined by FairClaims’ How It Works page.
Where the relief sought is $10,001 or more, the parties agree that resolution shall be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To begin an arbitration proceeding with JAMS, you must send a letter requesting arbitration and describing your claim to: ThredUp Inc. Attn: Legal Department, 969 Broadway, Suite 200, Oakland, CA 94607 and to TOMS Shoes, LLC, 5800 Uplander Way, Suite # 100, Culver City, CA 90230, Attn: Legal Department.
JAMS’s rules are also available at jamsadr.com or by calling JAMS at 800-352-5267. If permitted by JAMS, you may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.
All aspects of any arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
WAIVER OF RIGHT TO BRING CLASS ACTIONS AND REPRESENTATIVE CLAIMS
All arbitrations shall proceed on an individual basis, not on a class action or other consolidated basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court, however, any relief must be individualized to you and shall not be joined with, or otherwise affect, any other Dispute. All parties agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing all parties hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.
This arbitration clause shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act. The terms of the arbitration clause provisions shall survive after your use of the Sites ends. Except as set forth above, if any portion of this arbitration clause is deemed invalid or unenforceable, it will not invalidate the remaining portions of the arbitration clause.
With the exception of the arbitration clause, which shall survive after your use of the Site ends, all of the terms outlined here are effective unless and until terminated by either you, the Brand or thredUP. You agree that thredUP or the Brand, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Clean Out service at any time. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Clean Out Service, may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Clean Out service may be effected without prior notice, and acknowledge and agree that thredUP or the Brand may immediately bar any further access to the Clean Out service. Further, you agree that thredUP nor the Brand shall not be liable to you or any third-party for any termination of your access to the Clean Out service.
Upon termination of these terms, all rights granted to you will terminate and revert to thredUP.
These terms shall be governed by the laws of the State of Delaware without regard to choice of law principles, except for the arbitration clause above, which shall be governed by the Federal Arbitration Act. These Terms are for the benefit of, and will be enforceable by, the parties only and are not intended to confer any right or benefit on any third party or to create any obligations or liability of a party to any such third party. If any provision of the terms is found to be unenforceable or invalid for any reason, that provision shall be severable, and all other provisions shall remain in full force and effect. You agree that these terms and all incorporated agreements may be automatically assigned by thredUP, in our sole discretion.