Terms of Service

Terms of Service

Last modified: May 1, 2024

Welcome to the Universal Standard Inc. (“Universal Standard”) website located at www.universalstandard.com (the “Site”). Universal Standard provides this Site as a service to our customers. Please read the following terms and conditions (“Terms”) as they govern your use of our Site, which includes using all services and content accessible via our Site or otherwise related in any way to the Site, your communications with Universal Standard, your interactions with Universal Standard’s related social media sites and pages (for example, on Instagram, Twitter, and Facebook) as they relate to the Site, and your purchases of products and services from us, including those made in-person at Universal Standard retail locations. To make these Terms easier to read, the Site and our services and Content are collectively called the “Services.” These Terms constitute a legally binding agreement between you and Universal Standard, and you should read them carefully. By agreeing to these Terms, you also agree to the Universal Standard Privacy Policy, Online Return Policy, Store Returns Policy, and Shipping Policy, each of which is expressly incorporated by reference herein.

IMPORTANT NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION AGREEMENT, REQUIRING ANY DISPUTE BETWEEN YOU AND UNIVERSAL STANDARD TO BE EXCLUSIVELY RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND, SUBJECT TO LIMITED EXCEPTIONS. UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE OPT-OUT PROCEDURES BELOW, YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT. BY ACCESSING, USING, AND/OR BUYING ANY PRODUCT THROUGH THE WEBSITE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

By using our Services in any way, including signing up for promotional mailings and emails, entering into contests, purchasing products from us, and/or registering with our Site, you agree to be bound by these Terms published at such time. If you don’t agree to be bound by these Terms, do not use the Services.

We may update the Terms at any time. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them, or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. Changes to these Terms, however, shall not be applied retroactively.

We recommend you print out a copy of these Terms for your records. Upon request by you or us, we each agree to sign and provide to each other a signed copy of these Terms and will not argue that the lack of a physically signed version of the Terms is unenforceable in any way for that reason.

Privacy Policy

Please read our Privacy Policy which is incorporated into these Terms of Service and governs your use of the Sites. You agree with and consent to our Privacy Policy, including the information collection, analysis, and usage practices it describes. To the extent there is a conflict between the Privacy Policy and these Terms, these Terms will control to the fullest extent permitted by law.

Who May Use the Services?

Eligibility. You may use Services only if you are 18 years or older and capable of forming a binding contract with Universal Standard and are not barred from using the Site under applicable law. By downloading, accessing, or using the Site, you represent that you are at least 18 years old or the legal age of majority, whichever is greater, and you are agreeing to these Terms. You also agree to abide by all applicable local, state, and national laws and regulations with respect to your use of the Site. You shall only use the Site as permitted by these Terms, and you shall not use the Site or the Content for any commercial, political, obscene, illegal, or inappropriate purpose.

Account Registration and Your Information. If you want to use certain features of the Services, you may need to create an account on our Site (“Account”). For instance, an Account may be needed to register for certain giveaways or promotions that we may offer from time to time or become a member of the Referral Program. You can register for an Account via the Site. Please note that registration with the Site and participation in giveaways and promotions are subject to the Terms.

Accuracy of Account Information. It’s important that you provide us with accurate, complete, and up-to-date information for your Account and you agree to update such information to keep your Account accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone, and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

Payment

When you make a purchase from us, you authorize us or our third-party payment processor to charge your payment method for any such purchases (plus any applicable taxes and other charges) that may be accrued by or in connection with your purchase. You are responsible for the timely payment of all fees and for providing a valid method of payment. All prices, fees and any applicable taxes and other charges are payable in U.S. dollars. When you initiate a purchase transaction via the Site, you will be asked to provide customary billing information such as your name, billing address, and credit card information. You may also need to provide additional information to verify your identity before completing your transaction. If you are completing the purchase using a third-party payment processor, that processor’s terms and conditions and privacy policy apply to your payment transaction. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Universal Standard may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

Risk of Loss

All purchases are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon Universal Standard’s delivery of such items to the shipping carrier. Except as expressly set forth in these Terms, you are responsible for filing any claims with the applicable carrier for damaged and/or lost shipments.

International

Universal Standard does not directly calculate, invoice, or collect any international taxes, duties, import fees, or related amounts or charges (“International Duties and Taxes”) other than shipping costs at checkout on international orders. You are responsible for paying applicable International Duties and Taxes. Payment of these amounts may be necessary to release your order from customs on arrival. Universal Standard is not responsible for, and will not reimburse, any International Duties and Taxes or related costs (including costs of return shipping) resulting from your refusal or failure to pay International Duties and Taxes. Universal Standard may utilize third-party vendors such as Global-E to calculate and facilitate International Shipping, Duties and Taxes during the checkout process on our Site. In such instances, International Shipping, Duties and Taxes may be paid at the time of checkout.

WE DO NOT OFFER FREE RETURN SHIPPING ON INTERNATIONAL ORDERS. CUSTOMERS ARE RESPONSIBLE FOR THE RETURN SHIPPING BACK TO US. Make sure you keep your tracking information and all necessary paperwork in order. We are not responsible if your package is lost in transit. Please make sure you are ordering the correct size and color as we are not responsible for any mistakes you make at checkout.

Purchases Through the Site

All purchases made through the Site are subject to our acceptance. This means that we may refuse to accept or may cancel any transaction, in our sole discretion, and without liability to you or any third party. The Site does not permit orders from dealers, wholesalers, or other customers who intend to resell items offered on the Site. Universal Standard expressly conditions its acceptance of your order on your agreement to these Terms, and to all additional terms and conditions that are provided to you on the Site that govern your purchase of certain products. Universal Standard reserves the right without prior notice to discontinue or change specifications and prices on products offered on and outside of the Site without incurring any obligation to you. Prices and availability are subject to change without prior notice, and Universal Standard reserves the right to revoke any offer to correct any errors, inaccuracies, or omissions.

Customer Satisfaction/Returns

We work hard to be as accurate as possible. Errors of any kind, including as to item availability, descriptions, and price, will be corrected when discovered and we reserve the right to revoke any stated offer and to correct any error, inaccuracy, or omission (including after an order has been submitted by you or an order confirmation has been sent by us). Please be aware that variations in style, color, size, shape, and look may occur. If a product offered by us is not as described, your sole remedy is to return it to us in unused condition. We also reserve the right to limit the order quantity on any item or to stop selling an item at any time. Please review our return policy at https://www.universalstandard.com/pages/faq or contact us with any questions at us@universalstandard.net or +1 (844) 394-8587.

Fit Liberty

Fit Liberty is our unique shopping program that encourages you to buy for the woman in the mirror. Not a future you, but you, now. If you purchase any piece from our core collection (items marked with the Fit Liberty logo) and your size goes up or down, we’ll replace it one-time in your new size, within a year of purchase, for free. Pieces that are part of Fit Liberty are identified with a “Fit Liberty” logo. Please note that only pieces purchased directly through Universal Standard (either online at www.universalstandard.com or at one of our showrooms) are eligible to be replaced through Fit Liberty. You have one year from the time of purchase for a one-time replacement of your Fit Liberty piece if your size changes. Valid only on US purchases. For more information, please see our FAQ and if you’d like to make a Fit Liberty exchange please use our Exchange Portal and we’ll send you your new size. Please note that if your desired size or color is unavailable at the time of exchange, you'll receive it as soon as it's back in stock. Final Sale items are excluded from the Fit Liberty Program.

Referral Programs

From time to time, Universal Standard customers with an Account may be eligible for a referral credit, discount or other promotion when they share their personalized referral link and the referred customer completes his or her first purchase. Specific details on qualifying for the credit will be detailed on the Referral Program’s page, via email, on our Site or in any related terms and conditions associated with the program or herein. Referral credit may be granted as a Universal Standard discount code and emailed to the referrer as a code within 30 days of the referred order shipping. The credit is non-transferable. Additional details regarding Universal Standard’s Referral Programs can be found on our Site or contacting Customer Service. In making a referral, you agree that you are not acting on behalf of Universal Standard, or as Universal Standard’s agent, representative, or independent contractor.

We reserve the right to review, investigate, and cancel/remove any referral credit as well as suspend users or accounts in instances we identify behavior we believe to be abusive, fraudulent, or not aligned with the spirit of the program, such as: (a) attempts to gain credit through self-referral by opening multiple accounts using different email addresses or by adding identical payment methods to multiple accounts; (b) credit gained by referring customers through paid advertising, sponsored links, posting to commercial sites, or spamming; or (c) a violation of these Terms. The referred customer and the referrer cannot be the same person (for example, by using a different email address), as determined in Universal Standard’s sole discretion. In addition, the referred customer must be a first-time customer and we may restrict referred promotions to individuals based in the United States and limit promotions to one per household. In addition, as a referrer, you agree to comply with all applicable law, including, but not limited to the CAN SPAM Act. Any distribution of your Refer-a-Friend link that could constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of your Account and exclusion from Universal Standard’s Refer-a-Friend Program.

We encourage you to share your referral link with friends and family. However, you must not, without permission engage in activity that may be regarded as misleading to Universal Standard customers. We reserve the right to suspend, end, modify, or pause our referral program at any time. If we remove the links to your referral codes, you may not receive referral credit for new people completing their first purchases with us anymore.

Discount Codes

Universal Standard may, from time to time, offer promotional/offer codes that are redeemable towards a purchase on the Site, subject to expiration dates, product exclusions and any other restrictions as may be determined and communicated by Universal Standard in its sole discretion (“Discount Codes”). Only valid Discount Codes provided by Universal Standard will be honored. Each Discount Code offered by Universal Standard is (a) is non-transferable, (b) valid for one single purchase on the Site, (c) cannot be combined with other promotions, discounts or offers, and (d) cannot be redeemed for cash or any cash equivalent. Discount Codes cannot be used towards purchase of any third-party collaborations, cashmere, gift cards, face masks, outfit of the month, denim drive, sample sale, mystery boxes, non-Universal Standard merchandise, taxes, or shipping charges. Other product exclusions may apply. Not valid on TryNow orders. Universal Standard is not responsible for any unauthorized use of Discount Codes. The monetary value of any Discount Codes will not be refunded or credited back if the product purchased using such Discount Code is returned. Discount Codes are void if copied, transferred, sold, exchanged or expired, and where prohibited by law or otherwise. Discount Codes cannot be used in conjunction with the Universal Standard Refer-A-Friend Program.

Site Ownership and Content

The Site contains materials including, but not limited to, images, text, designs, graphics, photographs, button icons, pictures, advertising copy, technology, software, audio and video clips, and the overall arrangement or “look and feel” of such materials including copyrightable material, as well as trademarks, logos, and service marks that belong to either Universal Standard, its licensors, licensees, or other third parties (collectively, the “Content”). The Site and its Content are owned, licensed, or controlled by Universal Standard, its licensors, and certain other third parties, and all rights, title, and interests in and to the Content and the Site are the property of Universal Standard, its licensors, or certain other third parties and are protected by United States and international copyright, trademark, trade dress, patent, or other intellectual property rights and laws to the fullest extent possible. By using the Site, you will not obtain any ownership or intellectual property or other interest in any item or Content on the Site. Subject to your compliance with these Terms, Universal Standard grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Content on the Site for your own personal, non-commercial use only. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell, or exploit in any way any of the Content or the Site. You agree that Universal Standard may immediately and, without notice to you, terminate the availability of the Site, its Content, or the products without any liability to you or any third party.

User Content

“User Content” means any text, graphics, images, works of authorship of any kind or other materials that are posted, generated, provided, or otherwise made available by you through the Services or that you share with other users or recipients. User Content includes without limitation Feedback (defined below) and Tagged Media (defined below).

By making any User Content available through the Services you hereby grant to Universal Standard a perpetual, irrevocable, non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content, in whole or in part, in connection with the Services and Universal Standard’s (and its successors’ and affiliates’) business, including without limitation for promoting, marketing or advertising and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (whether now known or hereafter devised). You understand that Universal Standard is not obligated to utilize any of the rights granted in these Terms and we do not guarantee any confidentiality with respect to any User Content you submit or upload. Universal Standard shall be entitled to use any User Content without incurring any obligations of confidentiality, attribution, or compensation to you.

Except where prohibited by law, by submitting or uploading User Content through the Services, you waive and agree not to assert any “moral” rights or claim resulting from our alteration of the User Content or any photographs, footage, statements or other work contained in the User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Universal Standard on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Universal Standard-Tagged Media

The Site includes certain Universal Standard pages (e.g., certain of our product pages and “shop insta” page), which extract content from our users and customers who share photos and other content using Universal Standard’s brand hashtags (“Tagged Media”). You acknowledge and agree that the Tagged Media may be used in Universal Standard’s showrooms/retail locations, email, social media channels, on our Site or other websites that we operate or control, and you hereby grant us permission to use and authorize others to use your name or social media handle in association with the Tagged Media for identification, publicity related to the Services and similar promotional purposes, including after you terminate your Account or your use of the Services. You represent and warrant that posting and use of your Tagged Media, including to the extent such Tagged Media include your name, likeness, voice, or photograph, does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark or other intellectual property rights.

Prohibitions on Use of the Services

You agree not to do any of the following:

Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) contains any malicious code, including viruses, worms, trojan horses, or any other self-executing script or code or (vii) promotes illegal or harmful activities or substances.
Use, mirror, display, or frame the Services, or any individual element within the Services, Universal Standard’s name, any Universal Standard trademark, logo or other proprietary information (including through the use of meta tags or the like), or the layout and design of any page or form contained on a page, without our express written consent, except as is clearly permitted by the functionality of the services;
Attempt to access or search the Services or Content or download or scrape the Content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Universal Standard or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; Use the Services or Content, or any portion thereof, for any political or commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; Attempt to interfere in any way with the Services or Universal Standard’s networks or network security, or attempt to use the Services to gain unauthorized access to any other computer system;
Collect or store any personally identifiable information from the Site from other users of the Services without their express permission; Use any metatags or other hidden text or metadata utilizing a Universal Standard trademark, logo, URL or product name without Universal Standard’s express written consent;
Impersonate or misrepresent your affiliation with any person or entity;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Harvest any information from the Services or Content; Reverse engineer the Services or Content
Violate any applicable law or regulation;
Violate these Terms; or
Encourage or enable any other third party or individual to do anything listed above.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Copyright Infringement

Universal Standard responds to claims of copyright infringement submitted to our designated agent under the Digital Millennium Copyright Act, 17 U.S.C. § 512. Our designated agent is:

Universal Standard

Legal Department

ATTN: DMCA Designated Agent

625 Broadway, FL 4, New York, NY 10012

Phone: (844) 394-8587

Email: legal@universalstandard.net

To submit a notice of claimed copyright infringement under U.S. law, provide our designated agent with the following written information:

A physical or electronic signature of the copyright owner or a person authorized to act on his or her behalf;
Identification of the copyrighted work claimed to have been infringed;
Identification of the infringing material and information reasonably sufficient to permit us to locate that material;
Your contact information, including your address, telephone number, and an e-mail address;
A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to our designated agent with the following written information:

A physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which Universal Standard may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

We will respond to notifications and counter notifications of claimed copyright infringement in accordance with applicable law.

Feedback

We welcome feedback, comments, reviews of the products you purchase through us, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at us@universalstandard.net or by reviewing a particular product. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Correction of Site Errors

While we routinely review our Site, the information on the Site may contain inaccuracies or typographical errors. We reserve the right to update any information we see fit at any time without prior notice. Please note that such errors may relate to product information, pricing and availability. In these instances, we shall have the right to terminate any orders involving pricing errors or inaccuracies. We apologize for any inconvenience this may cause.

Indemnity

You agree to indemnify and hold Universal Standard (and its officers, directors, agents, subsidiaries, joint ventures, and employees) harmless from any claim or demand, as well as losses, expenses, damages and costs, resulting from any violation of these Terms, your User Content, your misuse of the Services, your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities, your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right, your use of a third party service, any misrepresentation made by you, or any activity related to your Account (including negligent or wrongful conduct).

Gift Cards

Gift cards are only redeemable if purchased through universalstandard.com or an authorized reseller. We take no responsibility for gift cards purchased from unauthorized resellers and reserve the right to refuse, cancel, or hold gift cards and orders for suspected fraud, for cards mistakenly issued in an incorrect denomination or for other violations of gift card policies.

Third Party Links

The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

Termination

We may terminate your access to and use of the Services, including all functionality provided by the Site (including the ability to make purchases), at our sole discretion, at any time and without notice to you. You may disable access to your Account at any time by sending an email to us at us@universalstandard.net. Upon any termination, discontinuation or cancellation of such Services or your Account, the following sections will survive: User Content, Payments, Feedback, Disclaimer of Warranty, Indemnity, Limitation of Liability, Dispute Resolution, Governing Law, and General Terms.

Proprietary Materials

The Site and all Services associated with it, any improvements or modifications of the Site and such Services, any derivative works based thereon, and the collection, arrangement and assembly of the Site and all associated Services, are, except as otherwise expressly stated herein, owned exclusively by Universal Standard or its licensors, and Universal Standard (and, as applicable, its licensors) reserve all rights therein. The contents of the Site and all associated Services are protected by United States and worldwide copyright and intellectual property laws and treaty provisions. The trademarks, service marks, trade names, logos, and other identifiers used in or in connection with the Services are the proprietary service marks or trademarks of Universal Standard, its licensors, or third parties, and are protected in the United States and internationally. No copying, modification or use of any of these marks or identifiers may be made without the prior, written authorization of Universal Standard or its licensors (as applicable). Except as expressly set forth above, nothing in this Agreement shall be deemed to grant to you or any other individual or entity any license or right in or to any copyright, trademark, trade secret or other proprietary right, whether owned by Universal Standard, its licensors, or any other person.

DISCLAIMER OF WARRANTY

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE, AND ALL CONTENT, PRODUCTS, SERVICES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE SITE, ARE PROVIDED TO YOU "AS IS" WITHOUT ANY GUARANTEES OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. UNIVERSAL STANDARD DOES NOT WARRANT THAT: (1) THE INFORMATION ON ITS SITE IS CORRECT, ACCURATE, OR RELIABLE, (2) THE FUNCTIONS CONTAINED ON THE SITE APP WILL BE UNINTERRUPTED OR ERROR-FREE, OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SOME STATES, INCLUDING THE STATE OF NEW JERSEY, DO NOT PERMIT CERTAIN WARRANTY DISCLAIMERS IN CONNECTION WITH THE PURCHASE OF CONSUMER GOODS. PLEASE CONSULT THE LAWS OF YOUR STATE REGARDING ANY SUCH RIGHTS.

LIMITATION OF LIABILITY

SUBJECT TO APPLICABLE LAW, INCLUDING NON-WAIVABLE STATUTORY RIGHTS UNDER NEW JERSEY LAW, IN NO EVENT SHALL UNIVERSAL STANDARD OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PRIVACY POLICY, THE RETURN POLICY, THE SHIPPING POLICY, THE PRODUCTS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE SITE, OR ANY OF THE PRODUCTS, WHETHER BASED ON ANY CAUSE OF ACTION WHATSOEVER, INCLUDING BUT NOT LIMITED TO WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UNIVERSAL STANDARD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UNIVERSAL STANDARD AND YOU.

SOME STATES, INCLUDING THE STATE OF NEW JERSEY, DO NOT PERMIT CERTAIN LIMITATIONS OF LIABILITY IN CONNECTION WITH THE PURCHASE OF CONSUMER GOODS. PLEASE CONSULT THE LAWS OF YOUR STATE REGARDING ANY SUCH RIGHTS.

Governing Law

Except with regard to arbitration under these Terms and any disputes related to the requirement to arbitrate, which are governed exclusively by the Federal Arbitration Act and as described below, the laws of the State of New York will govern these Terms and the relationship between you and Universal Standard as if you signed or otherwise agreed to these Terms in New York, without regard to New York’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent.

If a lawsuit or court proceeding is permitted under these Terms or otherwise occurs notwithstanding the parties’ agreement to arbitrate, then the parties agree to submit to the federal or state courts in New York County, New York for exclusive jurisdiction for the purpose of litigating any dispute arising out of or related to your use of the Services or your breach of these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. If you use the Site from other locations, you are responsible for compliance with applicable local laws.

Dispute Resolution & Arbitration Agreement

PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. It affects your legal rights. It provides for resolution of most disputes through individual arbitration instead of court trials and class actions. This section also contains a jury trial waiver and a waiver of any and all rights to proceed in class, collective, consolidated, private attorney general, or representative action in arbitration or litigation to the fullest extent permitted by applicable law. References to “Universal Standard”, “you”, “we”, and “us” in this Arbitration Agreement include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future parents, subsidiaries and affiliates; those entities and our respective agents, employees, licensees, licensors, and providers of content as of the time your or our claim arises.

Section 1: Mandatory Individual Arbitration: Any dispute, claim, or controversy arising out of or relating in any way to your visit to, or use of, the Universal Standard Site, the Products, any purchase, the Services, or otherwise related to the Terms, including those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms and this Arbitration Agreement (collectively, “Dispute” or “Disputes”), whether such Disputes arose before, on, or subsequent to you entering these Terms, and if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and Universal Standard each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any legal action by Universal Standard against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.

If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the Effective Date of this Arbitration Agreement, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions.

Section 2: Class Action/Jury Trial Waiver: You and Universal Standard agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding. This means that you and Universal Standard may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and Universal Standard may not participate in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding brought by any third party.

Unless both you and Universal Standard agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative proceeding. If any court or arbitrator determines that this Class Action/Jury Trial Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and Universal Standard shall be deemed not to have agreed to arbitrate Disputes.

To the extent that any claims are allowed to proceed on a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative basis, such claims must be litigated in a federal or state court of competent jurisdiction in New York County, New York, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Notwithstanding the foregoing, you or Universal Standard may participate in a class-wide settlement.

Section 3: Opt-Out Procedures: To opt out of this Arbitration Agreement, you must send us a written opt-out notice (“Opt-Out Notice”) by email at legal@universalstandard.net within 30 days after the earlier of: (1) the date you first accessed the Site; (2) the date you first purchased a Product; or (3) the date you first provided information to the Site after the Effective Date of these Terms (“Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other provisions of the Terms will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting out of this Arbitration Agreement shall have no effect on any previous, other, or future arbitration agreements you may enter into with Universal Standard. As stated above, if you do not opt out of this Arbitration Agreement within the Opt-Out Period, then you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of Universal Standard’s arbitration agreements and class action provisions.

Section 4: Rules & Governing Law

Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and Universal Standard each agree to send the other party a written Notice of Dispute (“Notice of Dispute” or “Notice”). A Notice of Dispute from you to Universal Standard must be emailed to legal@universalstandard.net (“Notice Address”). Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) any relevant facts regarding claimant’s use of the Site, including whether claimant has created an account with or receives any emails associated with the Site, and/or the date(s) of any purchase(s) made by claimant on the Site; and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute. Universal Standard will send any Notice of Dispute to you at the email address or mailing address it has for you, if any.

After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and Universal Standard have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and Universal Standard each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Claims through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.

All Disputes shall be submitted to National Arbitration and Mediation (“NAM”), www.namadr.com/, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “Rules”), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. A form for initiating arbitration proceedings is available on NAM’s website at https://www.namadr.com/resources/rules-fees-forms/. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the claim to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at customerservice@namadr.com.

If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM’s mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows: (i) NAM shall administer the arbitration demands in batches of at least 25 claims, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for the resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) NAM shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in NAM’s fee schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of these Claims. All parties agree that arbitrations are of a “substantially similar nature” for purposes of this batching procedure for claims administered by NAM if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. This batching procedure for claims administered by NAM shall in no way be interpreted as authorizing class arbitrations of any kind. Universal Standard reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this batching procedure for claims administered by NAM and the ADR Services Batching Procedure (see below) are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and Universal Standard shall be deemed not to have agreed to arbitrate Disputes.

If NAM notifies the parties in writing that it is not available to arbitrate any Claim, or if NAM is otherwise unable to arbitrate any Claim, that Claim shall be submitted to ADR Services, Inc. (“ADR Services”) for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “Rules”), except as modified by this Arbitration Agreement. ADR Services’ Rules are available at https://www.adrservices.com/services-2/arbitration-rules/. If there are 20 or more substantially similar Claims that are allowed to be submitted for arbitration but cannot be arbitrated by NAM, and are presented to ADR Services by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization, ADR Services shall (i) administer those Claims in at least 20 batches, with the discretion to create additional batches if ADR Services finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in ADR Services’ then-current Mass Consumer Non-Employment Arbitration Fee Schedule. You agree to cooperate in good faith to implement this batch approach (the “ADR Services Batching Procedure”) to facilitate the efficient resolution of these Claims. This ADR Services Batching Procedure shall in no way be interpreted as authorizing class arbitrations of any kind. Universal Standard reserves all rights and defenses as to each and any demand and claimant.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and the Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and the Rules are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be resolved under the laws of New York.

At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

As in court, you and Universal Standard agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under NAM or ADR Services’ Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.

Arbitrator’s Fees: You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, ADR Services (as applicable), and/or the arbitrator to address the apportionment of the arbitrator’s fees.

Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

Requirement of Individualized Relief: The parties agree that the arbitrator is authorized, upon either party’s request, to award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If any of the prohibitions on non-individualized declaratory or injunctive relief, class, representative, and private attorney general claims, or consolidation set forth under this Arbitration Agreement are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then, after exhaustion of all appeals, the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated.

You agree that any arbitrations between you and Universal Standard will be subject to this Arbitration Agreement and not to any prior arbitration agreement you had with Universal Standard, and, notwithstanding any provision in these Terms to the contrary, you agree that this Arbitration Agreement amends any prior arbitration agreement you had with Universal Standard, including with respect to claims that arose before this or any prior arbitration agreement.

Section 5: Opt-Out of Future Changes to Arbitration Agreement: Notwithstanding any provision to the contrary, if Universal Standard makes any future change to this Arbitration Agreement (other than a change to the Notice Address), you may reject any such change by sending Universal Standard an email to legal@universalstandard.net within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) and, if applicable, the username or email address associated with any potential account with Universal Standard. It must include a statement, personally signed by you, that you wish to reject the change to the Arbitration Agreement. This is not an opt out of arbitration altogether.

Section 6: Severability & Survival: If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein. Notwithstanding the foregoing, as set forth in Section 4, if any court or arbitrator determines that the batching procedure for claims administered by NAM (set forth above) and the ADR Services Batching Procedure are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then, after exhaustion of all appeals, the Arbitration Agreement shall be deemed null and void in its entirety.

This Arbitration Agreement shall survive termination of these Terms. Except as provided in the opt-out provisions set forth in the Opt-Out of Future Changes to Arbitration Agreement section above, the terms and conditions of this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with Universal Standard.

General Terms

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Universal Standard and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Universal Standard. . If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Disputes” section above or by court of competent jurisdiction to the extent expressly allowed by the Terms)), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Universal Standard’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Universal Standard may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by Universal Standard under these Terms, including those regarding material modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. Universal Standard’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Universal Standard. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Severability, Interpretation, Assignment. If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Universal Standard may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Universal Standard.

California Consumer Rights and Notices.

Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.

Right to Consult An Attorney.

You understand that you have the absolute right to consult an attorney concerning an aspect of the Terms and the Privacy Policy before accepting them, and that, by acknowledging your acceptance of these Terms as provided for by the Site, you represent that you understand their requirements and agree to be bound by them.

Questions for US?

If you have any questions about these Terms or the Services, please contact us at US@universalstandard.net.