Decent Apparel Terms of Service

Hey, it’s frustrating when we buy clothes and they just don’t quite fit right.  Let’s face it, not all our bodies fall neatly into a handful of set sizes! 

The team at Decent Apparel is excited to welcome you to a new way of ordering “custom made” apparel at reasonable prices!  We take advantage of new technology in smartphones that can be used to scan your body and provide us with your specific measurements, which we use to make clothes using your specific measurements!  Your custom clothes are shipped directly to you from the factory.  We think it’s a pretty Decent approach and we hope you agree.

What we’re doing is new.  If it were up to us, we’d just say that you understand it’s not perfect and we’d both agree to be cool.  But our lawyers say that there is a way this must be done, so here are our Terms of Service.  Please read them! 

By accepting these Terms, you acknowledge that you have read, understand, and agree to be bound by them.  you accept these Terms by any of the following:  for the Website, use of the Website; for the Service, by clicking a box indicating acceptance when you create an Account, install the App, or place an Order.

Please read the binding arbitration clause and class action waiver in Section 20(F) below.  It affects how disputes are resolved.

These Terms of Service (these Terms) are the terms and conditions that govern the operation and use of Decent Apparel’s website located at www.decentapparel.com (Website) and our custom apparel service and online store, including the goods and services we offer (the Service), and the related App (as defined below).  These Terms constitute the agreement between (i) Decent Startup LLC (Decent Apparel, we, us, or our) and (ii) each person accessing the Website or using the Service (you or your).  Capitalized terms shall have the meanings set forth in these Terms.

 

1.     The Service.  Taking advantage of new technology readily available in most smartphones, the Service allows you to use your mobile phone to take a scan of your body and then we make clothes for you that are based on your body scan.  The Service is accessed via the Website. 

 

2.     System Requirements & Availability.  To access the Website, you need a compatible computer or mobile device with Internet access (third party fees may apply) and running compatible browser software.  The Website supports current versions of Firefox, Chrome, Microsoft Edge, and Safari, although there may be from time-to-time differences in performance and functionality between different browsers.  Use of the Service requires a mobile phone that is able to download and install a companion app from the Google or Apple store.  Use of the Service requires an active smartphone (third party fees may apply) and the downloading and installation of the Decent Apparel app (the App) from the AppleÒ or GoogleÒ app store, as applicable.  Most current smartphones (iPhone 7 and later and Android 6.0 and later) are capable of supporting the App.  Because access to the Website and use of the Service involves your own hardware, software, and Internet access, your ability to access the Website and use the Service may be affected by the availability and performance of these items.  You acknowledge and agree that such third-party system requirements and expenses, which may change from time to time, are solely your responsibility. 

 

3.     Body Scan.  The App uses the sensor technology that is in your smartphone or similar mobile device to perform a contactless 3D scan of your body (a Body Scan) that we use for apparel sizing purposes.  The scanner is a surface scanner, meaning it only captures the surface of the scan subject’s body.  The scanner doesn’t use millimeter waves or x-rays like airport scanners do, meaning the scanner cannot see through clothing.   

It’s important that you follow the App’s instructions on how to perform a scan.  We make the clothes you order based on the Body Scan, so the fit of the clothes depends on an accurate scan.  To get an accurate scan, it’s important for scan subjects to wear the recommended scanning attire.  There is no need to be naked to get an accurate scan (in fact, please don’t do this).  The App will crop your head and face from the Body Scan for privacy purposes.  The scan technology in the App is powered by our technology partner, Size Stream, LLC (Size Stream).  For more information about the scan technology, Size Stream provides these FAQS.   The Body Scan data is sent to us and our data processors who need it to make the clothes you order from us.  We only use the Body Scan data for apparel sizing purposes and we do not sell your data to any third parties.  For more about how we use and share your data, please see our Privacy Policy located at 

 4.     Availability.  The Service is generally available 24x7x365 except for periods during which the Service is down, in whole or in part, for updates, upgrades, maintenance, or due to network outages or other Force Majeure Events (Downtime).  We use commercially reasonable efforts to ensure 99% or higher Service uptime each calendar month, excluding periods of Downtime.  To minimize inconvenience, we generally provide reasonable advance notice of scheduled or anticipated Service Downtime, but Downtime may occur at any time and without advance notice and may last longer than anticipated or communicated.  Because our users are located in various time zones, we are unable to commit to any specific time of day when we schedule Downtime.

 

5.     Using the Service.  Anyone can access the Website, but you will need to create an account to use the Service (each, an Account). Only the person who creates an Account may use that Account.. 

To create an Account, you need to provide us with your name, mailing address, and email address (Account Information).  It is your responsibility to keep your Account Information accurate and up-to-date. 

To the extent that you provide us with any Personal Data (as such term or similar applicable term is defined by other applicable privacy Laws), you grant us a limited, non-exclusive license to store, use, and process such Personal Data subject to the terms of these Terms and our Privacy Policy.  For the processing of Personal Data, we are the data controller. 

You must also create a password for your Account.  We recommend the use of a strong password that contains a mix of lowercase letters, uppercase letters, numbers, and special characters or let your device choose a strong password for you. 

You are solely responsible for maintaining the confidentiality and security of your password and all activities that occur on or through your Account.  We are not responsible for any loss, damage, or other liability arising out of the unauthorized use of an Account. 

 

The Service is not for use by persons under 13 years old and such persons may not register and create an Account. 

 

We do not currently offer goods or services outside of the USA.  For clarity, our Service is not directed to residents of the UK or EU.

 

6.     Privacy Policy.  Use of the Service is subject to our Privacy Policy (the Privacy Policy), the current version of which is located at www.decentapparel.com/policies/privacy-policy and which is made part of these Terms.  We may update the Privacy Policy from time-to-time.  Each such update will include the date of the last revision.  At any time, you can access the current Privacy Policy from the Website and within the Service.

 

7.     Terms of Sale.  Orders of apparel using the service are governed by our Terms of Sale (the Terms of Sale), the current version of which is located at www.decentapparel.com/termsofsale and which is made part of these Terms.  We may update the Terms of Sale from time-to-time.  Each such update will include the date of the last revision.  At any time, you can access the current Terms of Sale from the Website and from within the Service.

 

8.     Support.  We will provide you with online and follow-on e-mail or chat support in connection with your use of the Service during regular support hours (Support).  We may subcontract Support services at our discretion without notice or consent.  You understand that we are not responsible to provide Support for any issues resulting from problems, errors, or inquiries related to your hardware, software, or Internet service.

 

9.     License.  For so long as you have an Account, and subject to your ongoing compliance with these Terms, we grant (i) you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service.  All intellectual property rights of any nature in the Service and underlying data, and any associated metadata, together with our methods, techniques, graphics, images, designs (including user interfaces and dashboards), navigation, algorithms, tools, trade secrets, or other intellectual property rights of any nature used to provide the Service (collectively, our Background IP) remain solely with Decent Apparel and its licensors. 

 

10.   Your Data.  In using the Service, you will provide us with Body Scan and Account Information (Your Data).  You, not us, have sole responsibility for the accuracy, quality, integrity, and legality of, and your right to provide us with, Your Data. You grant us a limited, worldwide, royalty-free, non-exclusive, and revocable license to store, copy, access, process, modify, and use Your Data, as well as any other data and materials you may upload through the Service, for the sole purpose of providing the Service to you. 

 

11.   License to Feedback.  You grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty free license to use, modify, duplicate, transfer, incorporate into the Service, and to otherwise realize upon, without the duty to account to you for such use, any suggestions, improvements, recommendations, corrections, or other feedback or ideas you provide to us relating to the Service.

 

12.   Personal Data.  You warrant that you have the legal right to disclose all Personal Data that you disclose or make available to us in connection with the use and operation of the Service. 

 

13.   Restrictions and Usage Rules.  Access to and use of the Service is conditioned upon your compliance with the following (the Usage Rules):

a)     Access to and use of the Service is provided solely and exclusively to benefit you. 

b)     You agree to keep your Account Information current and correct.

c)      You shall not access or attempt to access an Account that is not your Account.

d)     You understand that we are not granting you any licenses or rights to our Background IP, and you agree not to access (other than allowed through the normal and expected use of the Service), copy, or extract any Background IP. 

e)     You agree not to “frame,” “mirror,” or serve the Service on any web server or other computer server over the Internet or any other network, or to publish, perform, demonstrate, copy, modify, reproduce, rent, lease, loan, sell, re-sell, distribute or redistribute, the Service, or create derivative works of the Service, in any manner or in any form. 

f)      You agree (i) not to copy, modify, or reproduce the Service, or to create any derivative works thereof; and (ii) not to, rent, lease, loan, sell, re-sell, distribute, or redistribute the Service under any circumstance without our express written consent.

g)     You shall not disassemble, decompile, or reverse engineer the Service or permit or assist others to do so.  Disassembling, decompiling, and reverse engineering include:  (i) converting the Service, or any element or component thereof, including Background IP, from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Service, or any element or component thereof, including Background IP, by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Service’s operation and creating the original source code or any approximation thereof by, for example, studying the Service’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Service that could be construed to be reverse engineering, disassembling, or decompiling.  

h)     You agree (i) not to interfere with or disrupt the Service and/or the servers or networks connected to the Service, or circumvent, disable, or interfere with security features of the Service; (ii) not to exploit the Service in any unauthorized way whatsoever, including by trespass or burdening network capacity.

i)      You agree not to use the Service to promote or distribute any viruses, trojans, worms, root kits, spyware, or any other harmful software, programs, routines, applications, or technologies, or which may negatively affect the performance of the Service or a computer or introduce significant security risks to the Service or a computer.

j)      You understand that the Service may be transmitted over various networks and changed to conform and adapt to technical requirements.

k)     You agree not to engage in, facilitate, or further any unlawful conduct in connection with your use of the Service.

l)      If you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department’s list of Specially Designated Nationals, you may not access or use the Service.

In our sole discretion, we may suspend or terminate your Account, or limit your access to the Service, in whole or in part, or prevent you from registering for the Service in the future, if we believe that you have violated any Usage Rules. 

 

14.   Usage Data.  We collect, analyze, and audit data and other information relating to the access, provision, use, and performance of the Service, and we may (i) use such data and other information to monitor and enforce these Terms and to develop and improve the Service and other offerings, and (ii) disclose such data and other information solely in an aggregated and anonymized (de-personalized) format that does not permit identification of any individual, apart from disclosures pursuant to legal order or process, investigation, or enforcement action.

 

15.   Intellectual Property.

a)     Acknowledgement of Ownership.  It is acknowledged and agreed that the Background IP contains proprietary information and material that is owned by us or our licensors and is protected by applicable intellectual property and other Laws, including trade secret and copyright.

b)     Copyrights.  All copyrights in and to the Service, including Background IP, are solely and exclusively owned by us or our licensors. 

c)      Trademarks.  “Decent Apparel” and associated logos, service marks, graphics, and logos used by us on or in connection with the Website, the Service, and our goods and services are our trademarks.  Other trademarks, trade names, service marks, and logos, whether or not registered, are the sole and exclusive property of the respective owning person, who, as between us and them, owns all right, title, and interest therein.

 

16.   Termination.

a)     Termination of the Service.  We reserve the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice, and we will have no liability to the extent we exercise such rights, other than if we discontinue the Service.    Orders in process at the time of termination are governed by the Terms of Sale.

b)     Survival.  In addition to any clauses that by their terms contemplate survival, this clause, together with the clauses titled “License,” “License to Feedback,” “Intellectual Property,” “Enforcement,” “Disclaimer of Warranties,” “Indemnification,” “Limitation of Liability,” and “General Provisions” will survive any termination of these Terms, and the clause titled “Your Data” will survive any termination for so long as we retain possession of any Your Data.

 

17.   Enforcement.  We reserve the right to take those steps we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms, including to our duty to cooperate with any legal process relating to use of the Service, and/or a third-party claim that your use of the Service is unlawful and/or infringes such third party’s rights.  You agree that we have the right, without liability to you, to disclose any of Your Data, Service usage records, or other information collected by the Service to law enforcement authorities, government officials, and/or a third party, as we believe we are required to do or is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms.

 

18.   DISCLAIMER OF WARRANTIES.

a)     THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES, RESELLERS, CHANNEL PARTNERS, LICENSORS, DATA PROCESSORS/SERVICE PROVIDERS, AND SUPPLIERS (COLLECTIVELY, AND TOGETHER WITH THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS, THE DECENT APPAREL PARTIES) DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, AND YOU ACKNOWLEDGE THAT FROM TIME TO TIME WE MAY REMOVE OR LIMIT THE SERVICE (OR PORTIONS THEREOF) FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE (OR PORTIONS THEREOF), AT ANY TIME.

b)     TO THE FULLEST EXTENT PERMITTED BY LAW, THE DECENT APPAREL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND OUR GOODS AND SERVICES, AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF CONTENT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, CORRECTNESS, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 

c)      ALTHOUGH WE TAKE REASONABLE EFFORTS TO PROVIDE A SECURE SERVICE, THE DECENT APPAREL PARTIES DO NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM BUGS, DEFECTS, ERRORS OR OMISSIONS, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR THAT ANY DATA PROVIDED TO US OR INPUT INTO THE SERVICE WILL NOT BE LOST OR CORRUPTED.

d)     NO PERSONNEL OR REPRESENTATIVES OF OURS ARE AUTHORIZED TO MAKE ANY WARRANTY ABOUT THE SERVICE OR OUR GOODS AND SERVICES.  ORAL OR WRITTEN STATEMENTS BY ANY OF OUR PERSONNEL OR REPRESENTATIVES, INCLUDING VIA EMAIL, DO NOT CONSTITUTE A WARRANTY, DO NOT BIND OR OBLIGATE US, SHALL NOT BE RELIED ON BY YOU, AND ARE NOT PART OF THESE TERMS.  YOU ACKNOWLEDGE YOU HAVE NOT RELIED ON ANY WARRANTY OR REPRESENTATION BY ANY PERSON OR ENTITY EXCEPT FOR THE WARRANTIES OR REPRESENTATIONS SPECIFICALLY STATED HEREIN WITH RESPECT TO THE SERVICE OR IN OUR TERMS OF SALE WITHRESPECT TO OUR GOODS. 

 

NOTE:  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.  ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 

 

19.   LIMITATION OF LIABILITY.  UNLESS PROHIBITED BY LAW IN A PARTICULAR INSTANCE, YOU AGREE THAT:

a)     THE DECENT APPAREL PARTIES DISCLAIM ANY LIABILITY FOR, AND YOU AGREE TO RELEASE THE DECENT APPAREL PARTIES FROM ANY CLAIMS OR DAMAGE ARISING FROM:  (i) ANY VIOLATION OF APPLICABLE LAW BY YOU BY VIRTUE OF YOUR USE OR MISUSE OF THE SERVICE; (ii) ANY ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES IN THE SERVICE; (iii) ANY FAILURE TO COLLECT, PROVIDE, DISPLAY, OR RETAIN ANY OF YOUR DATA; (iv) ANY PRIVACY CLAIMS OR OTHER FORMS OF CIVIL LIABILITY ARISING OUT OF OR IN ANY WAY RELATING TO USE OF THE SERVICE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/OR (vi) ANY LOSS, INJURY, OR DAMAGE OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATING TO ANY SERVICE OUTPUT, OR ANY OPERATION, NONOPERATION, OR FAILURE OF THE SERVICE.

b)     THE DECENT APPAREL PARTIES ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING ATTORNEYS’ FEES AND EXPENSES, AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, INCOME, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).  YOU AGREE NOT TO MAKE, AND YOU HEREBY WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES AGAINST US EXCEPT FOR DIRECT, COMPENSATORY DAMAGES AS LIMITED BY THESE TERMS.  THIS EXCLUSION ALSO INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF A THIRD-PARTY CLAIM AGAINST YOU.

c)      THE ESSENTIAL PURPOSE OF THESE TERMS IS TO LIMIT OUR POTENTIAL LIABILITY.  THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.  YOU ACKNOWLEDGE YOU HAVE RECEIVED VALUABLE CONSIDERATION FOR THESE IN THE FORM OF OUR ABILITY TO OPERATE AT LOWER COST, OFFER LOWER PRICING, AND/OR WILLINGNESS TO CONTRACT, WHETHER GENERALLY OR SPECIFICALLY. 

d)     NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS WILL (i) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; (ii) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR FRAUD OR FRAUDULENT MISREPRESENTATION BY THAT PARTY; (iii) LIMIT ANY LIABILITY OF A PARTY IN ANY WAY THAT IS NOT PERMITTED UNDER APPLICABLE LAW; OR (iv) EXCLUDE ANY LIABILITY OF A PARTY THAT MAY NOT BE EXCLUDED UNDER APPLICABLE LAW.

e)     IF YOU ARE IN CALIFORNIA, YOU HEREBY WAIVE THE APPLICATION OF CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES:  “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

 

20.   General Provisions.

a)     Changes.  We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these Terms and to impose new or additional rules, policies, terms, or conditions on the use of the Service.  Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively, Additional Terms) will be effective immediately when posted on the Website.  Continued use of the Service following such time will be deemed to constitute acceptance of any and all such Additional Terms.  All Additional Terms are hereby incorporated herein by this reference. 

b)     Compliance with Law.  In connection with the operation of the Service, we will comply with applicable local, municipal, state, provincial, federal, and national laws, statutes, decrees, ordinances, orders, regulations, rules, codes of practice, and regulator guidance (Laws).  Specifically, we will comply with applicable data protection, anti-corruption, anti-bribery, and export control Laws, including the US Foreign Corrupt Practices Act (FCPA), and applicable anti-slavery and human trafficking Laws.  We make no representations that the use of the Service is legal, appropriate, or available for use in all locations or in all circumstances.

c)      Entire Agreement.  These Terms constitute the sole and entire agreement between you and us relating to the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.  If you object to these Terms, such objection must be made in writing and received by us with or before placement of an order.  Failure to so object shall be conclusively deemed to be acceptance of these Terms.  Our failure to object to any term or condition in any oral or written communication from you shall not constitute an acceptance thereof or a waiver of any term or condition hereof; rather, our failure to so object shall be deemed a rejection of your objection, and for such an objection to be accepted by us and change these Terms, we must agree in writing to your specific objection.

d)     Notices.  Any notice or other communication required or permitted under these Terms and intended to have legal effect must be given in writing at the addresses below:

 If applicable to all users of the Website or Service:  to be posted on the Website and Service

 If specifically directed to you, to: the email address or physical postal address provided in your Account Information

 If to us, to:

 and also with a copy sent by email to hello@decentapparel.com

A notice will be deemed to have been received at the relevant time set out below (or where such time is not within the recipient’s business hours, when business hours next begin after the relevant time set out below):  (a) where the notice is delivered personally, at the time of delivery; (b) where the notice is sent by recorded signed-for post, 48 hours after posting; (c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission); and (d) when posted on the Service, at such time as you next access the Service.

e)     Governing Law.  You agree that for purposes of these Terms we are solely based in New York USA and any operations elsewhere do not give rise to personal jurisdiction over us, either specific or general, in any other jurisdictions.  To the fullest extent permitted by law, these Terms and any Disputes arising out of or relating to them, and the Service, and, to the extent permitted by law, all related matters including non-contractual matters, will be governed by the Laws of the State of New York, without regard to its conflict of law principles. 

In relation to such matters, you irrevocably accept the non-exclusive jurisdiction of courts with jurisdiction there and waive any right to object to the venue on any ground.  The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these Terms. 

f)      Dispute Resolution; BINDING ARBITRATION; CLASS ACTION WAIVER. 

(i)         Dispute means any dispute, claim, cause of action, or controversy between you and any Decent Apparel Parties arising from or relating to these Terms, and/or the Service, whether based in contract, statute, regulation, ordinance, tort (including, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability, or scope of this clause (with the exception of the enforceability of the Class Action Waiver clause below).  This term is to be given the broadest possible meaning that will be enforced. 

(ii)        If a Dispute arises, you and we will attempt in good faith to resolve the Dispute.  If you and we are unable to resolve the dispute within 60 days of the written notification referred to in this clause, either you and we may refer the Dispute to arbitration.  If you and we cannot agree on a single arbitrator, then there shall be three arbitrators:  one selected by you, one selected by us, and a third selected by the first two.  Arbitration will take place in New York, New York, unless all three arbitrators mutually agree on an alternative city.  American Arbitration Association rules will apply.  The language to be used in the arbitration will be English. 

(iii)       You and we agree that the arbitration, including the evidence, the argument and the outcome, is confidential between the parties.  The parties can inform legal counsel and, if necessary, financial advisors and insurers, about the arbitration if they are advised of the confidentiality obligations.  The parties can tell others only as required by law (including any applicable stock exchange or similar securities disclosure rules).  The arbitrator(s) appointed must also agree to this confidentiality protection.  Nothing in these Terms prevents either party from filing the arbitration award with a court to enforce or appeal such award (but only if the arbitration award is not paid within 90 days of its issuance), though both parties agree that the evidence, arguments of the parties, and the arbitrator’s findings related to such award will be treated as confidential information subject to a court-approved protective order.

(iv)       IF FOR ANY REASON THESE ARBITRATION REQUIREMENTS DO NOT APPLY, YOU AND WE EACH HEREBY WAIVE ANY TRIAL BY JURY AND AGREE THAT THE CLAIM SHALL BE DECIDED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE AND CITY OF NEW YORK. 

(v)        NOTHING HEREIN SHALL PRECLUDE EITHER YOU OR US FROM SEEKING IMMEDIATE INJUNCTIVE RELIEF BEFORE AN APPROPRIATE COURT WITH RESPECT TO A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, OR AN ONGOING OR RECURRING BREACH OF THE USAGE RULES, OR ENFORCEMENT OR RECOGNITION OF ANY AWARD OR ORDER IN ANY APPROPRIATE JURISDICTION.

(vi)       ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL LEGAL ACTION, UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. 

(vii)      YOU AND WE AGREE THAT ACTION RELATED TO A DISPUTE MUST COMMENCE WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO THE DISPUTE OCCURS, OTHERWISE SUCH ACTION IS PERMANENTLY BARRED. 

g)     No Third Party Beneficiaries.  These Terms do not create a contractual relationship between you and any third party, including any of the Decent Apparel Parties other than us, and you are not a third party beneficiary of any agreement between us and any third party. 

h)     Assignment.  We may transfer or assign our rights, and delegate our obligations, under these Terms to an affiliate or to a successor to our business or assets relating these Terms whether by sale, merger, operation of law, or otherwise.

i)      Miscellaneous.  The rights, powers and remedies provided to a party in these Terms are in addition to, and do not exclude or limit, any right, power, or remedy provided by law or equity or any agreement.  If any part of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.  Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction only to the extent of the prohibition or unenforceability and does not invalidate the remaining provisions of these Terms nor does it affect the validity or enforceability of that provision in any other jurisdiction.  No failure to exercise or delay in exercising any right, power, or remedy under these Terms operates as a waiver.  A single or partial exercise or waiver of the exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power or remedy.  A waiver is not valid or binding on the party granting that waiver unless made in writing.  A party will not be responsible for failures to fulfill any obligations due to causes beyond its reasonable control, including due to fire, lightning strike, flood, earthquake, or other natural disaster, sabotage, nuclear contamination, terrorism, war, insurrection, public health emergency, government-imposed measures responding to the outbreak of infectious disease, quarantine restrictions related to an infectious disease, utility failure, telecommunications failure, service provider failure, hacking, denial of service or similar attacks, third party strike or work stoppage, civil riot, zombie apocalypse, or act or order of any court, government, or governmental agency (Force Majeure Events).  Nothing in these Terms creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.  Any translation of these Terms, or any part thereof, is done for local requirements or for convenience and, in the event of an inconsistency between the English and any non-English versions, the English version shall govern.

j)      Rules of Interpretation.  In these Terms:  (i) unless otherwise specified, any reference to clauses or sections are references to the clauses or sections of the these Terms; (ii) any reference to the singular shall also include the plural and vice versa; (iii) headings are for ease of reference only and shall not affect the interpretation or construction; (iv) references to “including,” “include,” or “includes” shall be construed as if they were followed by the words “without limitation”; (v) references to a “person” or “entity” includes an individual, body corporate (in whatever form wherever incorporated), unincorporated association, trust, or partnership (whether or not having separate legal personality), government, state, territory, or province, or agency of a state, territory, or province, or two or more of the foregoing; (vi) reference to a document or Law is a reference to that document or Law as amended or modified from time to time; (vii) references to a writing will be deemed to include any modes of reproducing words in a legible and non-transitory form, including electronic form; and (viii) references to “intellectual property rights” is to be construed in the broadest manner possible and includes all intellectual property rights of any nature in any relevant jurisdiction.

k)     Third Party Software or Content.  The Service, including the App, contains or utilizes third party software or content that requires notices and/or additional terms and conditions.  Such third party software or content notices and/or additional terms and conditions may be requested from us and are made a part of and incorporated by reference into these Terms.  By accepting these Terms, you are also accepting the additional terms and conditions, if any, set forth therein.

 

Last updated:  17 June 2022  © 2022 Decent Startup LLC.  All rights reserved.

 

Apple, Google, Android, iPhone, and Size Stream are the trademarks or registered trademarks of their respective owners.