March 29, 15

Terms of Service


Acceptance of Terms and Use of the Site

Please read these Terms of Service (“Terms”) carefully. These Terms constitute an agreement between you (“User,” “You,” or “Your”) and sprouting threads, LLC (“sprouting threads,” “We,” “Us,” or “Our”) and govern Your use of Our website, www.sproutingthreads.com (“Site”) and the services and information available through the Site (“Services”). The Site and the Services are made available to You on the condition that You accept and agree to be bound by the Terms and sprouting threads, LLC Privacy Policy.


Acceptance of Terms

Your use of the Site or your registration for the Site or the Services available through it constitute acceptance of these Terms. If you do not agree to abide by or be bound by these Terms, then do not access the Site or use the Services available through it.


In addition to these Terms, when using certain Services you may be prompted to agree to additional terms specific to that Service. To the extent that the terms and conditions of a specific service may conflict with these Terms, the terms and conditions of the specific service are controlling.


Modification of Terms

These Terms of Use may be modified by Us at any time. Amendments to the Terms are effective upon posting. Continued use of the Site or related Services after amendment of the Terms of Use constitutes your acceptance and agreement to the Amended Terms of Use. You are advised to regularly review these Terms. If We make material changes to these Terms or other policies, then We will notify you by email or by posting a notice on the Site prior to the effective date of the changes. The date at the top of this page indicates the date these Terms were last updated.


Availability of and Access to the Website

We reserve the right to alter the content of the Site and to suspend or discontinue operation (temporarily or permanently) of the Site at any time, but assume no obligation to update or maintain operation of this Website at any time. You agree that We will not be liable to you or any third party for any modification, suspension or discontinuation of the Site.


Ownership and Use of Website Materials

The content of this Website (including, but not limited to, information, text, design, layout, multimedia audio and visual content, downloadable content, software and code) is the exclusive property of sprouting threads, LLC and is subject to copyright, trademark and other applicable laws.


Use of the Site and Services Provided

IF YOU ARE UNDER 18 YEARS OF AGE, YOU ARE NOT AUTHORIZED TO REGISTER AN ACCOUNT OR USE OUR SITE OR SERVICES (WITH OR WITHOUT REGISTERING) WITHOUT THE APPROVAL OF YOUR PARENT OR LEGAL GUARDIAN


Your Account


Account Registration

You may be required to register or otherwise create an account in order to participate in certain Services made available to You by sprouting threads through the Site and to access certain features of the Site. Registration may require that you provide certain information, including personal information about you and your minor dependents to sprouting threads (“Account Information”). You agree to provide to provide true and accurate Account information when prompted and agree to update your Account information in the event it changes. Accurate Account Information is required to provide you with the Services available through the Site. Our obligations regarding the collection, use, and Retention of your Account Information are governed by our Privacy Policy.


Account Security

You the User are responsible for creating a secure account password and maintaining the confidentiality of said password. You agree to notify sprouting threads as soon as reasonably possible regarding any unauthorized use of your account or any breach of your password or security that may compromise your account. You are solely responsible for any use or misuse of your account resulting from your failure to adequately maintain your account security or to comply with your obligation under this Section and/or from your negligent or reckless disregard for your account security.


Account Maintenance

You acknowledge that sprouting threads collects and maintains your Account Information for the purpose of providing Services to you through the Site and may establish limits concerning the maximum period of time that data or other content (including Account Information) will be retained by sprouting threads. We reserve the right to limit storage space provided for your use on our servers. sprouting threads assumes no responsibility or liability for failure to store any data or other content (including your Account Information) maintained or uploaded by You and reserves the right to delete your data or other content at any time. sprouting threads reserves the right to terminate inactive accounts at any time, at its sole discretion, without notice.


Account Termination

Termination by Us: You agree that We, in our sole discretion, may suspend or terminate your account (or any part thereof) and remove and discard any content, for any reason, including, without limitation, for lack of use or if sprouting threads believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. You agree that any termination of your access to your account or the Site under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that sprouting threads may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that sprouting threads will not be liable to you or any third-party for any termination of your access to the Service.


Termination by You: You may terminate your account at any time, however, termination of your account may constitute termination of any of the Services provided by us potentially resulting in early termination fees and may affect your ability to use the Site and the Services. For accounts to be cancelled for the current month sprouting threads must receive cancellation notice by the 1st of the month.


Your Subscription Services


Description of Subscription Services

sprouting threads is an internet based subscription service through which subscribed parents receive a shipment (“box”) of pre-selected clothes for their child to match their unique style profile created by the subscriber. Each box contains a preselected quantity/assortment within a preselected frequency determined by the subscriber. A sprouting threads account and child profile is required in order to take advantage of the subscription service.


Subscription Availability

Subscription eligibility and availability is limited to the United States and certain U.S. Territories (e.g. Puerto Rico).


Subscription Service Options

There are different subscription service level options (frequency, quantity, and assortment) available to You. Frequency is how often you wish to receive deliveries (monthly or seasonally). Quantity is the number of items per shipment. Assortment is whether you prefer all new clothes or a “blend box” that contains an assortment of new and “used” clothes from our reThreads program. Used items are defined by our used guidelines posted on reThreads page. You will be charged a $20 styling fee that is credited towards your current order if you keep over $60.  You will receive a 10% off discount when keeping all items from the shipment.  Your choice of service level options will affect your subscription fees. For more details about the Subscription Service please see FAQ page.


sprouting threads Seasonal Subscriptions operate upon the following seasonal schedule:

Winter: February 1st – April 30th
Spring: May 1st – July 31st
Summer: August 1st – October 31st
Winter: November 1st– January 31st


Subscription Service Changes

You may make changes to your subscription at any time by updating your account profile or by contacting us at info@sproutingthreads.com. Please allow fifteen (15) days for changes to take effect.


Shipping

When choosing the ship right away option; your box will ship 2-3 days after placing your order.  For folowing orders or if you choose start next month or season your box will ship on the 10th of the month for monthly and seasonal subscribers. Shipping is FREE. We will automatically provide you via email with a notification and tracking information when your box has shipped. Shipping is provided through a third party carrier. Shipping is not available to all locations.


Returns

You may return any unworn items you receive through the Service within five (5) business days of delivery by completing the self checkout process and placing any unwanted items into the prepaid shipping label/bag we have provided. Returns must be unworn (other than tried on), in the state you received them (with tags still attached), and in the original packaging, where applicable.  In order to qualify for these terms, your returns they must be mailed within the United States. Our prepaid labels will not be accepted for international shipments.

After the self checkout has been completed the credit card on file will be charged only for the items you keep. Return Pieces must be shipped back by the tenth (10) business day from shipment created or we will automatically complete your order and you will be charged the full amount of the delivered box.  Each piece included in the box holds a specific Retail Price as listed on your invoice.  If items are found to be in unreturnable condition, member can request items be returned to them. If your returns are excessive, and all profile updates and communications have been employed, sprouting thread reserves the right to cancel your subscription.

Billing and Payment

For members who choose the ship right away option for your initial order, you will be charged the $20 styling fee on that date.  For subsequent cycles, or if you choose to start the next cycle date, you will be charged the $20 styling fee on the 1st of the month. For subscribers that keep more than $60 from current order, the $20 styling fee will be credited.  

To complete your subscription and receive your first box, you will be required to provide us with information regarding your credit card or other payment method. When you provide payment information you represent and warrant that the information provided is true and accurate and that you are authorized to use the payment method you have chosen. You agree to promptly update your account information with any changes to your payment method and/or billing information that may occur. We reserve the right to suspend or terminate your subscription in the event that we are unable to charge your credit card or utilize the payment method you have provided.


When you agree to these terms and activate your subscription you are authorizing sprouting threads and agreeing to the  styling fee upfront cost on your credit card on file (or otherwise utilize the payment method you have chosen) for the amount billed to you as well as completing the self checkout process on the payment schedule disclosed above for the subscription service you have chosen until you terminate or suspend your account. You further agree to pay any charges so incurred in the event that your chosen payment method is unavailable or denied.


To dispute any charges incurred, you must notify sprouting threads within thirty (30) days from the date we place the charge on your credit card or other payment method.


Fees

We reserve the right to institute additional fees upon existing features of the service or new features that are added, but if we do, we will provide notice of the change a reasonable amount of time before it is instituted. Your continued use of the Service after the fee change becomes effective constitutes your agreement to pay the additional fees billed.


Taxes

You are responsible for all taxes associated with your use of the service other than general taxes levied on sprouting threads net income. In some instances you may be billed sales taxes where we have an obligation to collect them. Any taxes billed to you will be disclosed upon activation of your subscription.


Subscription Service Term and Cancellation

Your subscription Term is either Monthly or Seasonal.


For monthly and seasonal subscriptions:you have the option of starting right away or waiting until the following season or month. Your subscription will automatically renew month-to-month or season-to-seasonuntil terminated by you. Termination before the first of the month (11:59 pm EST on the last day of the previous month) your cancellation will be effective immediately. Cancellations made after the first of the month will take effect the following month.


For Gift Subscriptions:sprouting threads gift cards are purchased for a specific monetary value and can be applied toward your first subscription box (monthly/seasonal). If the value does not meet the smallest subscription cost, the giftee, must pay the balance to start the subscription. If you have received a sprouting threads gift card, you must subscribe and complete your childs profile to start.


Suspending your Subscription Service

You may suspend your subscription by logging into myAccount and clicking mySubscriptions & clicking suspend my account or you may contact us before the first of the month. If you suspend your Subscription Service you will not receive any boxes until the service is reactivated. Typical suspension periods length is 3 months.


Modification and Discontinuation of Subscription Services

We reserve the right to modify, suspend, or discontinue your Service(s) (or any part thereof) with or without notice. You agree that sprouting threads will not be liable to you or to any third party for any modification, suspension or discontinuation of your Service(s).


Referral program

Members (referrers) and referred new members each receive $25 in spouting threads credit for each successsful referral. This credit is also referred to as 'points' via the MyAccount tools. Each member is assigned a a dedicated unique referral link (URL), accessible via MyAccount.  The link is shareable with friends and contacts via user's own address book or social media contacts. There is no limit to members sharing referral code or collecting referral credits from successfully added new subscribers.


Referrals occur via two methods: 1. A shared unique URL, and 2. Email sharing. For the Unique URL method, the new subscriber must access https://www.sproutingthreads.com via the unique URL in order for both parties to receive referral credit. For the email sharing method, the new subscriber must sign up using the referred email address in order for both parties to receive referral credit. Each successful new member signup up and completes a member profile (order) will trigger a credit of $25 (25 points) to both the referrer and the new member.  $1=1 point.  


Credits are earned upon initial signup; irrespective of length of membership. Members may keep track of earned points and/or transferred rewards in their myAccount page under my points and rewards tab.  


Disclaimer of all Warranties

sprouting threads MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE.

YOU AGREE AND ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES DESCRIBED HEREIN ARE PROVIDED BY sprouting threads ARE ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW sprouting threads HERBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHATSOEVER, OF ANY KIND, WHETHER STATORY, WRITTEN OR ORAL, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGMENT.


Limitation of Liability

YOU AGREE AND ACKNOWLEDGE THAT sprouting threads SHALL NOT BE LIABLE TO YOU, THE SUBSCRIBER, OR ANY THIRD PARTY CLAIMING BY, UNDER OR THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF REVENUE OR SAVINGS, LOSS OF GOODWILL, LOSS OF USE, DATA BREACH, OR OTHER INTANGIBLE LOSSES EVEN IF sprouting threads HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

sprouting threads TOTAL LIABILITY TO YOU (THE SUBSCRIBER), OR ANY THIRD PARTY CLAIMING BY, UNDER OR THROUGH YOU, FOR ANY CLAIMS ARISING OUT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, BREACH OF CONTRACT, AND TORT), SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID TO SPROUTING THREAD PURSUANT TO THIS AGREEMENT DURING THE PRECEEDING SIX MONTH PERIOD.


Intellectual Property

You acknowledge and agree that the Service contains content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by sprouting threads, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith is the property of sprouting threads (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by sprouting threads.


The sprouting threads name and logos are trademarks and service marks of sprouting threads (collectively the “sprouting threads Trademarks”). Other sprouting threads, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to sprouting threads. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of sprouting threads. Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of sprouting threads Trademarks will inure to our exclusive benefit.


Choice of Law, Jurisdiction and Venue

The validity, construction, and enforceability of this Agreement shall be governed in all respects by the laws of the Commonwealth of Massachusetts without reference to conflict of laws’ principles. The parties irrevocably submit to the exclusive jurisdiction of any United States Federal Court sitting in the Commonwealth of Massachusetts or Massachusetts State Court sitting in Middlesex County, Massachusetts in any action or proceeding arising out of or relating to this Agreement and each party hereby irrevocably waives any objection it may now or hereafter have to the venue of any such suit, action or proceeding, or that such a court is an inconvenient forum.


ARBITRATION

Any dispute, claim or controversy arising out of, or in connection with, this Agreement, the use of the Site, the use of the Service(s) or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by final and binding arbitration, which shall be the sole and exclusive remedy for such controversy or dispute. Any claim shall be made by filing a demand for arbitration within one (1) year following the event first giving rise to the claim. The arbitration shall be held in Boston, Massachusetts, USA (or such other location as to which the parties mutually agree) before a single arbitrator applying the laws of the Commonwealth of Massachusetts. Each of the party’s shall bear all of its own costs of arbitration except the fee for the arbitrator shall be equally split between the parties. The arbitrator shall not have the authority to modify these Terms or award punitive or exemplary damages to either party.


The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association (“AAA”), as modified by this Terms of Service, and will be administered by the AAA. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.


Notwithstanding the above, either Party may seek from any court of competent jurisdiction any interim or provisional relief that may be necessary to protect its right pending the arbitral tribunal’s determination or the merits of any dispute, claim or controversy submitted by a Party, but under no circumstances shall either Party be entitled to an award of multiple or punitive damages from any adjudicative body.


YOU AND sprouting threads AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.


Further, unless both you and sprouting threads agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.


This provision, along with the disclaimer of warranty and limitation of liability provisions shall survive the termination or expiration of this Agreement.


YOUR NOTICES TO US

Any notice required pursuant to these Terms of Service must mailed via first class mail, return receipt requested, to sprouting threads – LEGAL NOTICES, PO Box 1189 Concord MA 01742 ("Notice Address") with an electronic copy to legalnotice@sproutingthreads.com


OUR NOTICES TO YOU

This contract is in electronic form. There may be other information regarding the Service that the law requires us to send you. You agree that we may send you this information in electronic form. You have the right to withdraw this consent by providing us with written notice, but if you do, we may cancel your ability to use the Service. We may provide required information to you (1) via e-mail at the e-mail address you specified when you signed up for the Service (or subsequently provided when updating your account information), (2) by access to a sprouting threads website that will be designated in an e-mail notice sent to you at the time the information is available, or (3) by access to a sprouting threads web site that will be generally designated in advance for this purpose. Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you access and use the Service, you will have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the Service.


MISCELLANEOUS

These Terms constitute the entire agreement between you and sprouting threads regarding the use of the Service and/or the Site, and supersedes any prior agreements between you and sprouting threads relating to your use of the Service or Site. The failure of either party to exercise or enforce any right or provision of these Terms or any prior version of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.