Terms of Use

unscruff™, Inc. (“unscruff”) welcomes you to our website (collectively, including all content and functionality available through the unscruff.com domain name, the “Site”). These terms of use (“Terms of Use,” “Membership Agreement” or “Agreement”) constitute a legal and binding agreement between unscruff and you that governs your use of the services available through the Site (the “Service”). If you are not satisfied for any reason, you may simply cancel your membership without obligation.

PLEASE READ THIS MEMBERSHIP AGREEMENT CAREFULLY

By using the Site you agree to follow and be bound by these Terms of Use and agree to comply with all applicable laws and regulations, including United States export and re-export control laws and regulations. In these Terms of Use, the words “you” and “your” refer to each Client or Site visitor, “we”, us” and “our” refer to unscruff, Inc.

Please know that we may amend these Terms of Use and our Privacy Policy at any time and from time to time. Each time you use or visit the Site, you will be deemed to have accepted any such changes. unscruff shall have no obligation to notify you of any such changes other then posting such modifications on the Site. Therefore, you should review these Terms of Use and our Privacy Policy each time you use the Site. You can determine when these Terms of Use were last revised by referring to the “Last Updated” legend at the bottom of this page. If you have any questions about these Terms of Use, please contact us.

YOU AGREE THAT BY USING THE SITE AND REGISTERING AS A USER OR MEMBER, YOU ARE AT LEAST 18 YEARS OF AGE, OR VISITING THE SITE UNDER THE SUPERVISION OF A PARENT OR GUARDIAN, AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.

Please also refer to unscruff’s Shipping and Return Policy, which is also incorporated by reference into these Terms of Use.

USE OF SITE

Subject to the terms and conditions of this Agreement, unscruff.com hereby grants you a limited, revocable, non-transferable and non-exclusive license to access and use the Site by displaying it on your internet browser only for the purpose of applying for a membership, and shopping for personal items sold or offered on the Site and not for any commercial use or use on behalf of any third party, except as explicitly permitted by unscruff.com in advance and in writing. Any breach of this Agreement shall result in the immediate revocation of the license granted in this paragraph without notice to you.

Except as permitted in the paragraph above, you may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit this Site or any portion of it unless expressly permitted by unscruff.com in writing. You may not make any commercial use of any of the information provided on the Site or make any use of the Site for the benefit of another business unless explicitly permitted by unscruff.com in advance and in writing. unscruff.com reserves the right to refuse service, terminate accounts, and/or cancel orders at its discretion, including, without limitation, if unscruff.com believes that client conduct violates applicable law or is harmful to unscruff’s interests.

You shall not upload to, distribute, or otherwise publish through this Site any content, information, or other material that (a) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (c) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties.

Content provided on this Site is solely for informational purposes. Submissions or opinions expressed on this Site are that of the individual expressing such Submission or opinion and may not reflect the opinions of unscruff.com. Product representations expressed on this Site are not made by unscruff.com.

unscruff.com may assign you a password and account identification to enable you to access and use certain portions of this Site. Each time you use a password or identification, you will be deemed to be authorized to access and use the Site in a manner consistent with the terms and conditions of this Agreement, and unscruff.com has no obligation to investigate the authorization or source of any such access or use of the Site.

YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND IDENTIFICATION ORIGINALLY ASSIGNED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.

You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. You shall immediately notify unscruff.com of any unauthorized use of your password or identification or any other breach or threatened breach of this Site’s security.

REVIEWS AND COMMENTS

Except as otherwise provided elsewhere in this Agreement or on the Site, anything that you submit or post to the Site and/or provide us, including without limitation, ideas, know-how, techniques, questions, reviews, comments, and suggestions (collectively, “Submissions”) is and will be treated as non-confidential and non-proprietary, and we shall have the royalty-free, worldwide, perpetual, irrevocable and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, create derivative works from such Submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such Submissions. All Submissions shall automatically become our sole and exclusive property and shall not be returned to you.

In addition to the rights applicable to any Submission, when you post comments or reviews to the Site, you also grant us the right to use the name that you submit with any review, comment, or other Content, if any, in connection with such review, comment, or other content. You represent and warrant that you own or otherwise control all of the rights to the reviews, comments and other Content that you post on this Site and that use of your reviews, comments, or other Content by us will not infringe upon or violate the rights of any third party. You shall not use a false email address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions or Content. We may, but shall not be obligated to, remove or edit any Submissions (including comments or reviews) for any reason.

INTELLECTUAL PROPERTY

This Site is owned and operated by unscruff. All right, title and interest in and to the materials provided on this Site, including but not limited to information, documents, copyrights, trademarks, service marks, logos, graphics, sounds and images (the “Materials”) are owned either by unscruff or by our respective third party authors, developers or vendors (“Third Party Providers”). Except as otherwise expressly provided by unscruff, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site shall be construed to confer any license under any of unscruff’s intellectual property rights, whether by estoppel, implication or otherwise. You must contact unscruff if you have any questions about obtaining such licenses. unscruff does not sell, license, lease or otherwise provide any of the Materials other than those specifically identified as being provided by unscruff. Any rights not expressly granted herein are reserved by unscruff.

Except for your personal, non-commercial use, the use of any of our trademarks or service marks (including, without limitation, unscruff™ and Do Less/Look Better™) without our express written consent is strictly prohibited. Under no circumstances may you use our trademarks or service marks in connection with any product or service in any way that is likely to cause confusion, in any manner that disparages or discredits us, or, without prior written consent, in meta tags.

For written permission, contact legal@unscruff.com

PRIVACY POLICY

Please review our Privacy Policy, which also governs your visit to this Site, to understand our practices. Our Privacy Policy is available at http://store.unscruff.com/pages/privacy-policy.

TERMINATION AND EFFECT OF TERMINATION

In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate the Agreement or revoke any or all of your rights granted under this Agreement. Upon any termination of this Agreement, you shall immediately cease all access to and use of the Site and we shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account identification issued to you and deny your access to and use of this Site in whole or in part. Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination.

REGISTRATION AND MEMBERSHIP

In order to enjoy all the benefits of unscruff, you must register and become a member. Upon completion of your profile, you will become an official member by placing a first order and providing payment and shipping information for your account. For your convenience as an official unscruff member, all information that you provide to register with unscruff is subject to unscruff’s Privacy Policy.

NO PURCHASE COMMITMENT

As a member of unscruff, you’ll be sent a variety of high quality and affordable clothes, including jeans, chinos, polos, collared shirts. Because we are adding new brands all the time, you’ll be sure to get lots of great items for your wardrobe. Although unscruff’s goal is to build your entire wardrobe at an affordable price, there is no minimum commitment to be a member. You may return your first package within 30 days at no cost to you, including shipping fees. You may also skip a package or cancel your membership on the site or at any time by emailing us at HeyNow@unscruff.com.

MEMBERSHIP PROCESS

As a member of unscruff, you agree to receive emails, newsletters and other communications that include (but are not limited to) style tips, highlights of brand partners, promoting any special offer(s), including third party offers.

Clothing Selection Process – 
As a paid member of an unscruff subscription plan, you will receive a selection of clothes based on your measurements, style preferences, interests, and activities according to the delivery terms of the plan you have chosen. Each week our inventory may change. Accordingly, unscruff cannot guarantee that an item available in a particular package will be available in any subsequent week or month or quarter. Additional items may be available for purchase on an a la carte basis online pending availability.

If you receive an unwanted clothing selection, or if the selection is not completely to your liking, you may return it at our expense and you will not be billed. Simply use the return shipping label in the package (or on the website, if available) and drop it off at the shipping provider location.

All refunds are subject to our Return Policy. Refunds are at the sole discretion of unscruff.com. Please also refer to our How It Works section for additional details.

BILLING AND PAYMENTS

For your convenience, when you place your first order and become an official member, we will save your credit or debit card information and use it for all future shipments and charges which will automatically be charged to your saved card, unless you notify us at HeyNow@unscruff.com. Your card will be billed when your box ships. We accept the following credit cards at this time: American Express, VISA, MasterCard, and Discover. For your convenience and continuous membership benefits as a client, if your payment method reaches its expiration date and you do not edit your credit card information or cancel your account, you authorize us to continue billing that credit card on file including extending the expiration date until we are notified by you or the credit card company that the account is no longer valid. We encourage you to update your payment method information or cancel your account should you wish to discontinue your membership with us.

SHIPPING, RETURNS AND EXCHANGES

Shipping, return and exchange of any merchandise ordered through the Site or in connection with your membership are subject to the unscruff Shipping and Return Policy.

Replacement of products and credits to your account for shipped merchandise claimed as not received are subject to our investigation, which may include postal-service notification. We will adjust your account at our discretion. Repeated claims of undelivered merchandise may result in the cancellation your membership.

RISK OF LOSS

The risk of loss and title for items purchased by you pass to you upon unscruff’s delivery of the items to the carrier pursuant to the unscruff Shipping and Return Policy.

LOCAL TAXES

You may be charged local sales tax, if applicable.

INTERNATIONAL ACCESS

This Site may be accessed from countries other than the United States. This Site may contain products or references to products that are not available outside of the United States. Any such references do not imply that such products will be made available outside the United States. If you access and use this Site outside the United States you are responsible for complying with your local laws and regulations.

MEMBERSHIP CANCELLATIONS

We will do everything to make your membership as satisfying as possible. However, you are free to cancel your membership any time on our site by contacting us at HeyNow@unscruff.com. All membership cancellations must be in writing. If you stay, you will be eligible to enjoy long-term membership rewards, such as private sales and special offers for preferred clients. Refunds are at the sole discretion of unscruff.com.

We may terminate your membership, without notice, for conduct we believe violates this Agreement or our policies, is harmful to other Members or our business interests, or for an inactive account.

DISCLAIMER AND LIMITATION OF LIABILITY

Except as otherwise provided in the standard terms of sale that govern the sale of each product on this Site, the products offered for sale on it and the transactions conducted through it are provided by unscruff on an “as is” basis. unscruff makes no representations or warranties of any kind, express or implied, as to the operation of the Site or the information, content, materials, or products included on this Site except as provided herein. To the full extent permissible by applicable law, unscruff disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, noninfringement, title, quiet enjoyment, data accuracy and system integration. This Site may include inaccuracies, mistakes or typographical errors. unscruff does not warrant that the content will be uninterrupted or error free.

To the maximum extent permitted by law, unscruff or any of its subsidiaries, officers, directors, employees, agents and affiliates will not be liable for any damages of any kind arising from the use of the Site and Service, including, but not limited to indirect, incidental, punitive, exemplary, special or consequential damages, whether based on a claim or action of contract, warranty, duty, indemnity or contribution, or otherwise, even if unscruff has been advised of the possibility of such damages. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided below. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the limitations of exclusions in this and the foregoing paragraph may not apply to you. To the maximum extent permitted by applicable law unscruff’s total cumulative liability to you for any damages (regardless of the foundation for the action) shall not exceed in the aggregate the amount of fees actually paid by you to unscruff during the month immediately preceding the act allegedly giving rise to unscruff’s liability.

INDEMNIFICATION

You agree to indemnify, hold harmless and defend unscruff, at your expense, against any and all third party claims, actions, proceedings, and suits brought against unscruff or any of its subsidiaries, officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by unscruff or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Terms of Use; (ii) your use of the Site and Service; and (iii) your posting of any Submissions. In such case, unscruff will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. unscruff reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

TYPOGRAPHICAL ERRORS

In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, unscruff shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. unscruff shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, unscruff shall immediately issue a credit to your credit card account in the amount of the charge.

COPYRIGHT COMPLAINTS

We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us and we will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:

(i) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;

(ii) A description of the copyrighted work or other intellectual property that you claim has been infringed;

(iii) A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit us to locate the material;

(iv) Your contact information, including your address, telephone number, and email;

(v) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Please contact the agent designated to receive and act on copyright violations under the Digital Milllennium Copyright Act. Claims can be sent to:

unscruff, Inc.
Attn: Legal Department
920 Santa Monica Blvd, Ste 125
Santa Monica, CA 90401
copyright@unscruff.com

REMEDIES

You agree that unscruff’s remedy at law for any actual or threatened breach of this Agreement would be inadequate and that unscruff shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that unscruff may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys’ fees.

No right or remedy of unscruff shall be exclusive of any other, whether at law or in equity, including without limitation damages, injunctive relief, attorneys’ fees and expenses.

No instance of waiver by unscruff of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future or other waiver.

APPLICABLE LAW

This Site is created and controlled by us in the State of California, USA. As such, the laws of the State of California will govern these disclaimers, terms, and conditions, without giving effect to any principles of conflicts of laws.

DISPUTES

Any dispute relating in any way to your visit to the Site or to the products you purchase through the Site shall be submitted to confidential arbitration in Los Angeles County, California, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of California. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction in the state and federal courts of California. Arbitration under these Terms of Use shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned.

LINKS TO THIRD PARTY SITES

This Site may contain links to websites controlled by parties other than unscruff (each a “Third Party Site”). unscruff may work with certain partners and affiliates whose sites are linked with unscruff. unscruff is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any web site accessed from a Third Party Site or any changes or updates to such sites. unscruff makes no guarantees about the content or quality of the products or services provided by such sites. unscruff is not responsible for webcasting or any other form of transmission received from any Third Party Site. unscruff is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by unscruff of the Third Party Site. You acknowledge that you bear all risks associated with access to and use of content provided on a Third Party Site and agree that unscruff is not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Site if you have any concerns regarding such links or the content located on any such Third Party Site.

ADDITIONAL TERMS

By continuing your membership, you accept and agree to these Terms of Use, as they may be changed from time to timet. If you do not wish to be bound by this Agreement, please see above for how to cancel your membership. Your edits or changes to either the online or offline versions of this Agreement or a membership offer will not be effective, regardless of form.

You must provide and keep us up to date with accurate member information, including your name, address, credit card number and expiration dates. You agree that we may update your information with information your bank or credit card issuer may supply, or other information available to us. All such personal information is subject to the unscruff Privacy Policy, incorporated into this Agreement. We are not responsible for any fees or charges that your bank or credit card issuer may apply. If your credit card issuer reverses a charge to your credit card, we may bill your account directly and seek payment by another method including a mailed statement.

If any of these terms and conditions are deemed invalid, void, or for any reason unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the unenforceable condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. From time to time unscruff may offer special promotional offers which may or may not apply to your unscruff account. You agree to be bound by any additional terms and conditions for these special offers which can be found by clicking http://unscruff.com/offer-terms. Headings are for reference purposes only and do not limit the scope or extent of such section. The failure of unscruff to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. unscruff does not guarantee it will take action against all breaches of these Terms of Use. Except as otherwise expressly provided in these Terms of Use, there shall be no third party beneficiaries to these Terms of Use. These Terms of Use constitute the entire agreement between you and unscruff and governs your use of the Site, superseding any prior agreements between you and unscruff with respect to the Site.

OUR ADDRESS

Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Site to:

unscruff, Inc.
920 Santa Monica Blvd Suite 125
Santa Monica CA 90401
HeyNow@unscruff.com

Effective May 17, 2012
Last Updated July 27, 2012