Terms of Use

Effective Date: October 1, 2025

Last Updated: August 9, 2026

These Terms of Use (the "Terms") govern Your access to and use of the Threadsourced platform, including our website at threadsourced.com, our web application, and all related services (collectively, the "Service"). The Service is operated by Threadsourced LLC, a Hawaii limited liability company ("Threadsourced," "we," "us," or "our").

By accessing or using the Service, You agree to be bound by these Terms and our Privacy Policy. If You do not agree, You may not access or use the Service.

Order of precedence. If You have signed a written order form or master services agreement with us, that document and its schedules control over these Terms to the extent of any conflict, in the order of precedence stated in it. These Terms then apply to everything that document does not address.

1. Definitions

"You" or "Your" refers to the individual or business entity registering for or using the Service. "Customer Data" means data You upload, enter, or generate through Your use of the Service, including customer records, individual sales transactions, employee information, and order details. "Aggregate Data" means data derived from Customer Data and Usage Data that has been de-identified and aggregated so that it is not reasonably capable of being used to identify any individual, customer, or specific business. "Usage Data" means information about how You and Your authorized users interact with the Service, including feature usage, session data, browser and device information, and performance metrics. "Authorized User" means an individual You permit to access the Service under Your account.

2. Eligibility and Authorized Users

Only an individual who is at least eighteen (18) years of age and authorized to bind Your business may enter into these Terms or administer an account. You may permit Authorized Users who are at least sixteen (16) years of age, provided their access complies with applicable labor and privacy laws. You are responsible for Your Authorized Users' compliance with these Terms.

3. Account Registration and Security

You are responsible for maintaining the confidentiality of Your account credentials and for all activity that occurs under Your account. You agree to provide accurate, current, and complete information during registration and to update it as necessary. You must notify us promptly at support@threadsourced.com of any unauthorized access to or use of Your account.

4. Subscription, Payment, and Price Changes

Subscription fees are billed monthly on the billing day You select during registration, or on the payment terms stated in Your order form. Fees are exclusive of taxes, and You are responsible for all applicable sales, use, and excise taxes, including Hawaii General Excise Tax (GET), excluding taxes on our net income.

Price changes are capped, and You may cancel instead. Fees are fixed for Your first twelve (12) months. After that, we may increase recurring fees no more than once in any twelve (12) month period, on at least thirty (30) days' prior written notice, and by no more than the greater of five percent (5%) or the increase in the U.S. Consumer Price Index for All Urban Consumers (CPI-U, U.S. city average, all items) over the preceding twelve (12) months. If we notify You of an increase, You may terminate without penalty by written notice before it takes effect, and the increased amount will not be payable. This cap does not apply to locations, editions, or add-ons You newly order.

Payment processing is provided by a third party. Threadsourced is not a payment processor, money transmitter, or merchant of record, and does not set or control card interchange or processing rates. Card and ACH acceptance is provided by the payment processor You select under a separate merchant agreement between You and that processor and its sponsor bank. You are solely responsible for that agreement's rates, fees, chargebacks, reserves, and other terms. Our responsibilities for cardholder data are described in Section 10.

5. Service Credits

If the Service is materially unavailable or unusable due to a defect or outage attributable to us, You may request a service credit by contacting support by chat, phone, or email within sixty (60) days of the incident. Approved credits are calculated pro rata against the affected monthly subscription fee for the period of unavailability and are applied against Your next invoice. Service credits are Your sole and exclusive remedy for unavailability. Where these Terms have terminated and no further invoice will be issued, an approved credit is paid as a refund of amounts actually paid. Requests go to support@threadsourced.com.

6. Data Ownership and License

You retain all ownership rights to Your Customer Data. You grant Threadsourced a limited, non-exclusive, worldwide license to host, copy, transmit, process, display, and otherwise use Customer Data solely to (i) provide, maintain, secure, and support the Service, (ii) prevent or address fraud, abuse, or technical problems, (iii) comply with law, and (iv) create Aggregate Data and Usage Data as permitted by Section 7. We will not sell, share, or disclose Your individual Customer Data — including customer records, individual sales transactions, or employee information — to any third party except as expressly permitted by these Terms, by our Privacy Policy or Data Processing Addendum, or as required by law.

7. Aggregate and Usage Data

We may create, use, and share Aggregate Data and Usage Data for lawful business purposes, including industry benchmarking and trend analysis, product improvement and feature development, anonymized reporting shared with manufacturer and vendor partners, and market research. Aggregate Data is designed and maintained so as not to identify You, Your business, Your customers, or any individual. We will not attempt to re-identify Aggregate Data, will use commercially reasonable measures — including minimum-cohort thresholds and suppression of small counts — to reduce re-identification risk, and will contractually prohibit recipients from attempting re-identification or from combining Aggregate Data with other data to do so. You may opt out of the inclusion of data derived from Your account in manufacturer- or vendor-shared aggregate reports at any time by writing to support@threadsourced.com; we will give effect to the opt-out within thirty (30) days, applied prospectively.

8. Third-Party Service Providers and Integrations

To provide the Service we share information with service providers, including payment processors, cloud infrastructure and email providers, manufacturer and vendor partners, shipping and logistics providers, communications providers, support tooling, and the AI providers described in Section 9. The categories, named providers, and data involved are listed in our Privacy Policy. We require each to maintain confidentiality, use information only for the purpose disclosed, and maintain appropriate security. Third-party services You enable are governed by their own terms, and we are not responsible for their acts, omissions, or availability.

Drop-ship orders. Where You configure a drop-ship order — one the manufacturer ships directly to Your retail customer — fulfilling it necessarily requires transmitting the recipient's name, shipping address, and, where the carrier requires it, contact telephone number to that manufacturer or vendor. You authorize that transmission for orders You initiate. Apart from that, and apart from disclosures required by law, we do not share Your individual customer records or sales data with manufacturer or vendor partners.

9. AI-Assisted Features

Certain features use third-party large language model providers, identified in our Privacy Policy, including in-product AI-assisted support and internal diagnostics. Where such processing occurs, we contractually require that the provider process the data only to return a result to us, not use Customer Data or support-conversation content to train or fine-tune its models, and retain the data only as long as necessary to provide the service and monitor abuse. AI-generated output may be inaccurate or incomplete, is provided for convenience, is not professional advice, and You remain responsible for decisions You make. You may request that AI-assisted support features be disabled for Your account by writing to support@threadsourced.com.

10. Security, Data Protection, and PCI

We maintain administrative, physical, and technical safeguards designed to protect Customer Data, including encryption in transit and at rest, encryption of stored payment tokens and authentication credentials, role-based access control, logging and monitoring, backups with documented restoration procedures, and a documented incident-response process. We will not materially reduce the overall level of protection while You are a customer.

Security incident notification. We will notify You of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Your Customer Data without undue delay and in any event within seventy-two (72) hours of confirming it, describing what is then known about the nature and scope, the data and individuals affected, the likely consequences, the steps taken to contain and remediate, and a contact point for further information. We will cooperate reasonably with Your own notification obligations.

Data protection roles. As to personal information in Customer Data, You are the controller (and, under the CCPA as amended by the CPRA, the business) and we are the processor (and service provider). We will not sell or share that information, will not use it outside our direct business relationship with You, and will process it only on Your instructions and as described in our Privacy Policy and Data Processing Addendum, a copy of which is available on request.

PCI DSS. Where a payment card is entered in the Service, the card details are tokenized in the browser directly against the payment processor's tokenization endpoint; the primary account number is not transmitted to, processed by, or stored on Threadsourced systems. Threadsourced does not store full primary account numbers or sensitive authentication data; card credentials retained for card-on-file functionality are held as processor-issued tokens or in the processor's vault. We maintain compliance with the applicable requirements of the PCI Data Security Standard for the components of the Service within our cardholder data environment and validate annually by completing Self-Assessment Questionnaire A-EP together with the required external vulnerability scanning by an Approved Scanning Vendor. Our then-current Attestation of Compliance is available on written request under confidentiality. You remain responsible for Your own PCI validation as a merchant, for Your payment terminals and their physical security, for user provisioning and credential hygiene, and for store-level security and staff training.

11. Messaging, Consent, TCPA and CAN-SPAM

The Service includes tooling that lets You send transactional and marketing email and SMS messages to Your customers and staff. As between us, You are the sender of those messages. You are solely responsible for their content, for the recipient lists You use, and for obtaining and keeping records of all consents required by applicable law, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state messaging and telemarketing laws, and carrier requirements. You will promptly honor opt-out, unsubscribe, and revocation-of-consent requests, will not message any recipient who has opted out, and will not use the Service for unsolicited bulk messaging. We act only as a conduit and give no advice on Your messaging compliance. Your indemnity in Section 16 applies. We may suspend messaging functionality if we reasonably believe it is being used in violation of this Section or of a provider's or carrier's requirements.

12. Acceptable Use

You agree not to: use the Service for any unlawful purpose or in violation of applicable law; upload or transmit malicious code, viruses, or harmful content; attempt to gain unauthorized access to the Service or its related systems; interfere with or disrupt the integrity or performance of the Service; reverse engineer, decompile, or disassemble any portion of the Service except to the extent that restriction is unenforceable under applicable law; resell, sublicense, or redistribute the Service without written authorization; or use the Service to store or transmit content that infringes any third party's intellectual property rights.

13. Confidentiality

Each party will use the other's non-public information ("Confidential Information") only to perform under these Terms, will protect it with at least reasonable care, and will disclose it only to personnel, affiliates, and contractors who need it and are bound by comparable obligations. Confidential Information does not include information that is or becomes public without fault, was rightfully known without restriction beforehand, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information. A party may disclose Confidential Information to the extent legally compelled, after giving prompt notice where permitted. These obligations continue for three (3) years after disclosure, and for as long as the information remains a trade secret or, for Customer Data, for as long as it is retained.

14. Intellectual Property

The Service, including its design, code, features, documentation, and all related intellectual property, is owned by Threadsourced LLC and is protected by copyright, trademark, and other laws. Your subscription grants You a limited, non-transferable, non-exclusive right to access and use the Service during Your subscription term. Nothing in these Terms transfers ownership of the Service or its intellectual property to You. If You provide suggestions or feedback we may use it without obligation, provided we do not identify You as its source without Your consent.

15. Our Intellectual Property Indemnity

We will defend You against any third-party claim alleging that Your authorized use of the Service infringes or misappropriates that third party's patent, copyright, trademark, or trade secret rights, and will indemnify You for damages, liabilities, and reasonable costs finally awarded against You or agreed in settlement in connection with that claim. This does not apply to the extent the claim arises from Customer Data or Your materials, Your use of the Service in breach of these Terms or in combination with items not provided by us where the claim would have been avoided but for the combination, or any modification of the Service not made by us. If the Service becomes, or is likely to become, the subject of such a claim, we may procure the right for You to keep using it, modify or replace it so it is non-infringing while materially preserving functionality, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused portion of the term. This Section is not subject to the liability caps in Section 18.

16. Your Indemnity

You will defend and indemnify Threadsourced and its officers, directors, employees, and agents against third-party claims, and for damages, liabilities, and reasonable costs finally awarded or agreed in settlement, arising out of or related to Customer Data, including any claim that it infringes third-party rights or was collected or used unlawfully; Your violation of these Terms or of applicable law; Your use of the Service in a manner not permitted by these Terms; and the content, recipients, and consent basis of any message sent using the Service, including any claim under the TCPA, the CAN-SPAM Act, or comparable law.

Procedure. The indemnified party will promptly notify the indemnifying party in writing (a delay relieves the indemnifying party only to the extent it is prejudiced), give it sole control of the defense and settlement — provided no settlement imposing a non-monetary obligation or admission on the indemnified party is made without consent — and provide reasonable cooperation at the indemnifying party's expense.

17. Warranties and Disclaimer

Each party warrants that it has authority to enter into these Terms. We warrant that the Service will perform materially in accordance with its then-current documentation and that we will provide it with reasonable skill and care; Your exclusive remedy for breach of this warranty is the service credit in Section 5 and, for a material uncured breach, termination.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. These Terms do not include a service level agreement or uptime commitment.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, REGARDLESS OF FORESEEABILITY OR NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

General cap. EXCEPT AS STATED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) TWENTY-FIVE THOUSAND U.S. DOLLARS ($25,000).

Enhanced cap. FOR CLAIMS ARISING FROM A PARTY'S BREACH OF SECTION 13 (CONFIDENTIALITY), BREACH OF ITS DATA PROTECTION OBLIGATIONS, OR A SECURITY INCIDENT CAUSED BY ITS FAILURE TO MEET ITS OBLIGATIONS UNDER SECTION 10, THE GENERAL CAP IS REPLACED BY THE GREATER OF (I) THREE (3) TIMES THE TOTAL FEES PAID OR PAYABLE IN THE PRECEDING TWELVE (12) MONTHS, OR (II) TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS ($250,000).

Exclusions from all caps. THE CAPS DO NOT APPLY TO OUR INDEMNITY IN SECTION 15, YOUR INDEMNITY IN SECTION 16, A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, DEATH OR BODILY INJURY CAUSED BY A PARTY'S NEGLIGENCE, OR YOUR OBLIGATION TO PAY FEES DUE.

19. Insurance

While You are a customer we maintain, with insurers rated A- or better by A.M. Best, commercial general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 aggregate; technology errors and omissions and professional liability insurance including cyber, network security, and privacy coverage of not less than $2,000,000 per claim and aggregate, intended to respond to the enhanced cap in Section 18; and workers' compensation insurance as required by statute. A certificate of insurance is available on written request.

20. Compliance Information and Audit

Not more than once in any twelve (12) month period, and additionally following a security incident affecting Your Customer Data, on thirty (30) days' written notice we will provide our then-current security-program summary, our PCI Attestation of Compliance, our current subprocessor list, and reasonable written responses to a security questionnaire, in each case under the confidentiality obligations in Section 13. Where a third-party audit report or certification exists we may satisfy this Section by providing it. On-site or third-party audits are permitted only where required by applicable law or a regulator with jurisdiction over You, during business hours, at Your expense, subject to reasonable confidentiality and safety requirements, and without compromising other customers' data.

21. Term, Suspension, and Termination

Either party may terminate for convenience on thirty (30) days' written notice. Either party may terminate for cause if the other materially breaches and fails to cure within thirty (30) days after written notice describing the breach.

Non-payment follows notice and cure. If an invoice is past due we will give You written notice. If it remains unpaid ten (10) days after that notice we may suspend the Service, and we may terminate only if it remains unpaid thirty (30) days after the notice. We will not suspend or terminate for an amount You dispute in good faith and have notified us of in writing, provided You pay all undisputed amounts.

Security suspension. We may suspend Your account or an Authorized User's access immediately, with notice as soon as reasonably practicable, if there is a credible threat to the security, integrity, or availability of the Service or other customers' data. Any suspension will be no broader and no longer than reasonably necessary.

Export access survives suspension. Notwithstanding any suspension or termination, You retain the ability to access and export Your Customer Data for ninety (90) days following termination and throughout any period of suspension. We will not withhold data export as a collection mechanism. After that ninety (90) day period we may delete Your Customer Data in accordance with our retention schedule. Termination does not relieve You of amounts accrued before it, and does not affect our rights to continue using Aggregate Data created before it, subject to Section 7.

22. Transition Assistance

During Your subscription and for ninety (90) days after termination, You may export Customer Data through the Service in a structured, machine-readable format. On written request in that period we will provide commercially reasonable transition assistance on a best-efforts basis, including a bulk export and reasonable answers about its structure. Assistance beyond ten (10) hours may be charged at our then-current professional-services rate, agreed in writing in advance.

23. Force Majeure

Neither party is liable for delay or failure to perform, other than an obligation to pay money, caused by an event beyond its reasonable control, including acts of God, natural disaster, hurricane, flood, earthquake, tsunami, volcanic activity, fire, epidemic or pandemic, war, terrorism, civil unrest, labor disturbance, governmental action, or failure of public internet, telecommunications, or utility infrastructure outside the party's control. The affected party will give prompt notice and use reasonable efforts to resume. If such an event materially prevents our performance for more than thirty (30) consecutive days, either party may terminate on written notice and we will refund prepaid fees for the unused portion of the term.

24. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Hawaii, United States, excluding its conflict-of-law rules and the U.N. Convention on Contracts for the International Sale of Goods.

Escalation and mediation. The parties will first attempt to resolve any dispute by good-faith discussion between senior representatives for thirty (30) days after written notice, then by non-binding mediation before a single mediator. If mediation has not resolved the dispute within sixty (60) days after a party requests it, either party may proceed to arbitration. These periods do not extend any statute of limitations or delay relief available under the carve-outs below.

Binding arbitration. Any dispute not resolved as above will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Honolulu, Hawaii. The arbitrator may award any relief available in court, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration and award are confidential except as necessary to enforce the award or as required by law. Each party bears its own attorneys' fees and its share of arbitrator and administrative costs, provided the arbitrator may award the prevailing party its reasonable fees and costs.

Carve-outs. Either party may instead bring an action in a court of competent jurisdiction seeking temporary, preliminary, or permanent injunctive or other equitable relief, including to protect Confidential Information or intellectual property, and for claims of infringement or misappropriation of intellectual property. Either party may also bring an individual claim in small-claims court.

Class action waiver. The parties will bring claims only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any class proceeding. If this paragraph is held unenforceable as to a claim, that claim is severed and proceeds in court.

25. Notices

Notices must be in writing and are effective on personal delivery, one business day after deposit with a nationally recognized overnight courier, three business days after deposit in the U.S. mail certified or registered with return receipt requested, or on the business day sent by email if sent to the address below or to the email on Your account and no delivery-failure notice is received. Notices to us go to Threadsourced LLC, Attn: Legal, hello@threadsourced.com. Notices to You go to the billing or administrative contact on Your account. Routine operational, support, and billing communications may be given by email or in the Service; notices of breach, termination, indemnifiable claims, or price increases must follow this Section.

26. Modifications to These Terms

We may modify these Terms and the Privacy Policy. Material changes will be communicated by email or through a prominent notice in the Service at least thirty (30) days before they take effect. Your continued use after the effective date constitutes acceptance. If You do not agree, You may terminate without penalty by written notice before the change takes effect. This Section does not permit us to modify a signed order form or master services agreement, which may be amended only by a written instrument signed by both parties.

27. Survival

Sections 1, 6, 7, 13, 14, 15, 16, 17, 18, 21 (as to export access and effect of termination), 22, 24, 25, 27, and 28 survive termination, together with any accrued payment obligation.

28. General Provisions

These Terms, together with the Privacy Policy and any signed order form or master services agreement and its schedules, are the entire agreement between You and Threadsourced regarding the Service and supersede all prior or contemporaneous agreements, proposals, and understandings on that subject. No purchase order or vendor portal terms will modify them, and any such terms are void. If a provision is held unenforceable it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remainder continues in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our prior written consent, except that either party may assign in its entirety, without consent, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee assumes all obligations. The parties are independent contractors, and these Terms create no partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither party will use the other's name, logo, or trademarks in publicity, marketing, or a customer list without prior written consent, which may be given by email and revoked prospectively. These Terms may be executed and accepted electronically, and electronic acceptance or signature has the same effect as an original signature. These Terms are for the benefit of the parties only and create no third-party beneficiaries.

29. Contact

For questions about these Terms, contact us at:

Threadsourced LLC — hello@threadsourced.com — support@threadsourced.com — 1.877.808.2348