Terms of Use
(Last updated November 10, 2023)

IMPORTANT: THESE TERMS OF USE INCLUDE AN AGREEMENT TO RESOLVE DISPUTES WITHOUT RESORT TO CLASS ACTION LITIGATION, OTHER REPRESENTATIVE ACTIONS, OR A JURY TRIAL, AS STATED IN THE “RESOLUTION OF DISPUTES” PROVISION. PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BLACK THREAD THAT CONDITIONS YOUR USE OF THE SERVICES. BY USING, PARTICIPATING IN, OR ACCESSING BLACK THREAD SERVICES (AS DEFINED BELOW), YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU SHOULD NOT ACCESS OR USE THE SERVICES.

ACCEPTANCE OF THE TERMS OF USE

Welcome and thank you for using the services offered by BLACK THREAD. The following Terms of Use govern all websites (including but not limited to http://www.threadblack.com and all pages within it) ("the Site"), mobile sites, including any of our content, programs, services, features, activities, and products) (collectively, the "Services").

PRIVACY POLICY

Your privacy is important to us. We encourage you to read our Privacy Policy to understand our privacy practices, so that you understand the actions we take with respect to your personal information and may make an informed decision about using the Services. Please note that our Privacy Policy is intended to govern any and all matters related to the collection and processing of your personal information (as defined under the Privacy Policy) by BLACK THREAD, whereas these Terms of Use apply to all aspects of your relationship with Black Thread that do not fall within the scope of our Privacy Policy. You represent and warrant that all data that you provide to BLACK THREAD is accurate.

CHANGES TO THE TERMS OF USE

We retain the right to modify these Terms of Use at our sole discretion by posting revisions to the Site. Such revisions take immediate effect upon posting. It is advisable to review these Terms of Use each time you use the Services to stay informed about your rights, remedies, and obligations. Your use of the Services after the posting of changes constitutes your acceptance of the revised Terms of Use.

ELIGIBILITY CRITERIA, REGISTRATION, AND ACCESS TO THE SERVICES

The Services are not intended for individuals under the age of 13 in the United States or the equivalent age in other jurisdictions (such as 16 in the European Union). Users must meet this minimum age requirement to access, use, or register for the Services. For details on the collection and processing of personal information for users under this age, please refer to our Privacy Policy.

If you are at least this age but under 18, you may access, use, or register for the Services, with the consent of a parent or guardian.

BLACK THREAD is not liable for damages resulting from the misrepresentation of age by a user of the Services. We reserve the right to refuse service, terminate accounts, edit content, or cancel orders at our discretion. Orders are not shipped to freight forwarders.

COMMUNICATIONS

To provide you with the Services and enhance our business, we may need to communicate certain information to you. By using the Services and subject to our Privacy Policy, you consent to receive such communications. We may communicate with you electronically, including through email, text, SMS, push notifications, or by posting notices on the Site.

You agree that all agreements, notices, disclosures, or other communications provided to you electronically satisfy any legal requirements for written communication.

We value your feedback. All communications and comments submitted to us via the Services are non-confidential. We reserve the right to use any ideas, concepts, comments, techniques, visuals, or suggestions contained in such communications. However, our use and retention of this information may be subject to applicable laws, including those of the European Union and California, as described in our Privacy Policy.

INTELLECTUAL PROPERTY RIGHTS

All text, designs, graphics, logos, page headers, button icons, scripts, service names, manuals, technical documentation, product information, user interfaces, visual interfaces, images, photographs, trademarks, sounds, music, and artwork (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel," and arrangement thereof, appearing via the Services are owned, controlled or licensed by or to BLACK THREAD, and are protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

The Content may not be used in connection with any product or service that is not BLACK THREAD's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits BLACK THREAD. All other trademarks not owned by BLACK THREAD that via the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by BLACK THREAD. Nothing appearing via the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed via the Services, without the prior written permission of the trademark owner. We aggressively enforce our intellectual property rights to the fullest extent of the law.

You are granted a limited, non-sublicensable right to access the Services to print the Content for your personal, non-commercial, and informational use only. The foregoing license grant does NOT include the right for you to: 1) publish, publicly perform or display, or distribute to any third party any Content, including reproduction on any computer network, or broadcast or other media; 2) market, sell, or make commercial use of the Services or any Content therein; 3) systematically collect or use any Content or data from the Services, including but not limited to use of data spiders, robots, or comparable data gathering, mining or extraction methods; 4) make derivative use of the Services or any Content therein; or 5) use, frame, or utilize framing techniques to enclose any portion of the Services (including the images, text, or layout/design appearing within the Services).

Any unauthorized use of the Services or the Content therein terminates any permission or license that we granted you, and may violate applicable laws including copyright laws, trademark laws (including trade dress), and communications statutes and regulations. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the Services, so long as the link does not portray BLACK THREAD, or its products or services, in a false, misleading, derogatory, or otherwise offensive manner. You may not use any BLACK THREAD logo or other proprietary graphic or trademark as part of the link without express written permission.

SERVICE CONTENT AND PURCHASES

We strive to ensure accuracy in our product descriptions and pricing information provided via the Services. However, we do not guarantee that product descriptions, pricing information, or other content listed via the Services are accurate, complete, reliable, current, consistent, or error-free. While we make every effort to fulfill all orders, we cannot ensure the availability of any specific product displayed via the Services. We reserve the right to discontinue the sale of any product listed via the Services at any time without notice. If you receive a product from BLACK THREAD that does not match its description via the Services, your sole remedy is to return it in unused condition, subject to BLACK THREAD's Return Policy.

We cannot confirm the price of an item until you place an order; however, your credit card will not be charged until your order enters the shipping process. Despite our best efforts, a small number of items in our catalog may be mispriced. If there is a pricing error on an item you have ordered, we will notify you and await your approval of the corrected price before proceeding with your order.

Product prices offered via the Services may differ from other advertised prices due to varying conditions in different geographic markets. The prices displayed via the Services are quoted in U.S. Dollars, valid only within the United States, and do not include shipping and handling or applicable sales taxes, which will be added to your total invoice price. You are responsible for payment of any shipping and handling charges, as well as state and local sales or use taxes that may apply to your order.

All items purchased, earned, or otherwise ordered from the Services are subject to the terms of the specific shipment contract. This implies that the risk of loss and title for such items pass to you upon our delivery to the carrier.

DISCLAIMER OF WARRANTIES

THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS MADE AVAILABLE TO YOU THROUGH THEM ARE PROVIDED BY BLACK THREAD ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, BLACK THREAD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO THE OPERATION OF THE SERVICES AND THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOU USE THE SERVICES AT YOUR SOLE RISK. BLACK THREAD DOES NOT WARRANT THAT PRODUCT DESCRIPTIONS, PHOTOGRAPHS, PRICING, OR OTHER CONTENT REGARDING PRODUCTS DISPLAYED OR OTHERWISE AVAILABLE ON THE SERVICES ARE ACCURATE, COMPLETE, CURRENT, OR ERROR-FREE. ALL WEIGHTS AND SIZE DIMENSIONS ARE APPROXIMATE.

You understand that BLACK THREAD cannot and does not guarantee or warrant that files available for downloading from the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, A VIRUS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES, YOUR USE OF ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED VIA THE SERVICES OR WEBSITE LINKED TO THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATIONS ON LIABILITY

IN NO EVENT WILL BLACK THREAD, ITS SUPPLIERS, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, OR OWNERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO THE SERVICES, ANY CONTENT OF THE SERVICES, ANY SERVICES OR ITEMS OBTAINED OR PURCHASED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORSEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

PROHIBITED USES

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

• In any manner that violates any applicable federal, state, local and international law or regulation;
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use;
• To gather or attempt to gather personal information belonging to members, users, or member organizations for the purposes of spamming, marketing, selling to third parties, or otherwise sharing beyond the reasonable uses of the Services;
• In any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services; or
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm BLACK THREAD or users of the Services, or may expose BLACK THREAD or users of the Services to liability.

ADDITIONAL PROHIBITED USES

You further agree not to:

• Use any robot, spider or other automatic device, process, or means to access the Services for any purpose, including to monitor or copy any of the material on the Services;
• Use any manual process to monitor or copy any of the Content on the Services for any unauthorized purpose without BLACK THREAD's prior written consent;
• Use any device, software, or routine that interferes with the proper working of the Services;
• Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services, the server on which any part of the Services is stored, or any server, computer, or database connected to the Services;
• Attack the Services via a denial-of-service attack or a distributed denial-of- service attack; or
• Otherwise attempt to interfere with the proper working of the Services.

Use of any robot, spider or other automatic device, process, or means to make purchases are subject to cancellation by BLACK THREAD and you will be liable for purchases and fees incurred by BLACK THREAD for any order that is improperly rejected.

INTERNATIONAL USE

We make no representation that BLACK THREAD's Services are appropriate or can be legally used outside the United States. Accessing and using the Services is prohibited in locations where doing so would be illegal. Users who access or use the Services from locations outside the United States do so on their own initiative and are responsible for complying with local laws.

THIRD-PARTY CONTENT OR SERVICES

The Services may contain links to or integration of third-party content and/or services (including but not limited to any programs, features, activities, and products) owned or operated by parties other than BLACK THREAD, including but not limited to social media features. Such links or integrations are provided for your convenience and reference only. BLACK THREAD does not own or control the content or services offered by third parties, is not responsible for examining or evaluating third-party content or services, and is not responsible for third-party content or services. BLACK THREAD's inclusion of links to or integrations of third-party content or services does not imply any endorsement of the third-party content or services or, unless expressly disclosed otherwise, any sponsorship, affiliation, or association with the content or services' owner(s), operator(s), or sponsor(s). Nor does BLACK THREAD's inclusion of links or integrations imply that BLACK THREAD is authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the linked or integrated third-party content or services. BLACK THREAD does not assume any responsibility or liability for the actions, products, services, or content of third parties. When leaving the Services, you should be aware that these Terms of Use no longer govern. You should carefully review the terms of use, privacy policy, and all other relevant user agreements for the third-party content or services.

RESOLUTION OF DISPUTES: WAIVER OF CLASS ACTIONS AND REPRESENTATIVE ACTIONS OR MASS ARBITRATIONS

In these Terms of Use, "Dispute" refers to any controversy or claim arising out of or related to these Terms of Use, the subject matter herein, your use of the website, or your use of the Services, whether past, present, or future.

BLACK THREAD aims to resolve disputes informally whenever possible. Prior to initiating any lawsuit concerning a Dispute, you agree to first send a detailed notice ("Notice") to BLACK THREAD via email at info@thread.black. Your Notice must include: (1) your full name; (2) your address; (3) your telephone number; (4) your email address; (5) information enabling BLACK THREAD to identify any relevant transaction, interaction, and/or product (e.g., order number, confirmation communication, SKU number, date, etc.); and (6) a detailed description of your Claim, outlining the nature and basis of your Claim(s), as well as the nature and basis of the relief you are seeking, along with a calculation for it. You must personally sign this Notice.

Similarly, BLACK THREAD agrees that if BLACK THREAD has a Dispute with you, BLACK THREAD will first send a detailed Notice to your email address on record. BLACK THREAD’s Notice will also provide (1) information allowing you to identify any transaction at issue and (2) a detailed description of the Dispute, including the nature and basis of claim(s), and the nature and basis of the relief BLACK THREAD is seeking, along with a calculation for it.

Both parties agree to negotiate in good faith for at least 60 days from the Notice date in an attempt to promptly resolve the Dispute without resorting to a formal proceeding. Should BLACK THREAD request a telephone conference with you during this informal process, you agree to participate personally (or with your counsel if represented). Completion of this mandatory informal dispute resolution process is a prerequisite for filing any lawsuit. The statute of limitations and any filing fee deadlines will be tolled while the parties engage in this process. A court has the authority to enjoin the filing of any lawsuit concerning a Dispute without first providing a Notice or otherwise participating in good faith in this informal dispute resolution process.

You and BLACK THREAD agree that any Dispute is personal, and resolution shall occur through individual action only, precluding its pursuit as a class action, mass arbitration, or any other representative proceeding. Neither you nor BLACK THREAD can join or consolidate claims by or against other users/consumers, or bring or participate in, as a representative or member of a class or in a private attorney general capacity, any lawsuit or other dispute resolution procedure. Both you and BLACK THREAD expressly waive the right to file or participate in a class action or seek relief on a class basis. Additionally, both you and BLACK THREAD voluntarily and knowingly waive any rights to a jury trial.

This "Resolution of Disputes" provision remains in effect even after the termination of these Terms of Use.

CHOICE OF LAW

Except for the "Resolution of Disputes" provision governed by the FAA, you agree that the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute that might arise between you and BLACK THREAD.

INDEMNITY

You agree to indemnify and hold BLACK THREAD, including its partners, subsidiaries, and affiliates, and each of their and our directors, officers, managers, agents, contractors, partners, and employees, harmless from any loss, liability, claim, damages, costs, expenses or demand (including reasonable attorneys' fees) arising out of or in connection with the Terms of Use, the Privacy Policy, or the Services.

WAIVER AND SEVERABILITY

No waiver of these Terms of Use by BLACK THREAD shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of BLACK THREAD to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

ENTIRE AGREEMENT

These Terms of Use, together with any other agreements incorporated by reference therein, constitute the entire agreement and supersede all prior written agreements, arrangements, communications, and understandings between you and BLACK THREAD with respect to the Services.

GENERAL TERMS

BLACK THREAD's performance of these Terms of Use is subject to existing laws and legal processes, and nothing contained in this agreement is in derogation of BLACK THREAD's right to comply with law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by BLACK THREAD with respect to such use.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

CONTACTING US

If you have any questions about these Terms of Use, please use the contact information at www.blackthread.com/contact to reach us. While BLACK THREAD will, in most circumstances, be able to receive your email or other information provided through the Services, it does not guarantee that it will receive all such information timely and accurately and is not obligated to read, act on, or respond to any such email or other information.