The Pro’s Closet
Terms of Service
Last Updated: November 23, 2020
Please carefully read these Terms of Service (this “Agreement”). This Agreement has been prepared as a legally binding agreement between you and The Pro’s Closet, Inc. (“TPC”, “us”, “our”, or “we”).
This Agreement applies conditions to your use of theproscloset.com, any TPC-operated website or application that links to this Agreement (collectively, the “Site”), and products purchased from TPC. Please note that different or additional terms—including our Return Policy, Shipping Policy, and Payment Terms—may apply to some services or features offered on this Site.
BY ACCESSING AND USING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. DO NOT ACCESS THE SITE, PURCHASE PRODUCTS FROM THE SITE, OR USE THE SITE IN ANY WAY IF YOU DO NOT AGREE TO THIS AGREEMENT.
IMPORTANT NOTICE: YOUR USE OF THE SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 10, REQUIRING ALL CLAIMS TO BE RESOLVED VIA BINDING ARBITRATION.
1.Revisions to this Agreement
We may revise and update this Agreement from time to time, and will post the updated Agreement to the Site. Unless otherwise stated in the amended version of the Agreement, any changes to this Agreement will apply immediately upon posting. We are not obligated to provide you with notice of any changes. Any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of this Site will constitute your agreement to any new provisions within the revised Agreement.
2. Site Ownership; Your License to Access this Site
A. Ownership. All written content prepared and posted by TPC, and the Site design, layout, look, appearance, and graphics, as well as the trademarks, service marks, and logos contained on our Site (collectively, “TPC Content”) are owned by or licensed to TPC and are subject to copyright, trademark, and other intellectual property rights under the United States and foreign laws and international conventions. TPC reserves all rights not expressly granted in, and to, the Site and the TPC Content.
B. License. On the condition that you comply with all your obligations under this Agreement, TPC grants you a limited, revocable, non-exclusive, non-transferable license to access the Site. Any use of the Site in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Site. Except as otherwise provided in this Agreement, no part of the Site and no TPC Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial use without TPC’s prior express written consent. Your access to this Site is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or products we provide on the Site without notice.
C. Restrictions on Use of Site. In addition to complying with other terms and conditions applicable to your use of the Site, you agree that when using the Site, you will not:
D. Site Availability. There may be times when the Site is unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Site will always be available or is completely free of human or technological errors. You must provide the equipment and Internet connections necessary to access the Site at your own expense. We do not guarantee that the Site will operate with your computer, mobile device, internet service plans, or mobile provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or used with your computer.
- Delete, modify, or attempt to change or alter any of the TPC Content or notices on the Site;
- Introduce into the Site any virus, rogue program, time bomb, drop dead device, back door, trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Site, or to otherwise harm other users, TPC Content, or any third parties, or perform any such actions;
- Use the Site to commit fraud or conduct other unlawful activities, including using stolen payment information to make a purchase or attempting to resell or trade in a stolen bike;
- Access or attempt to access any other person’s account, information, or content without permission;
- Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Site is based;
- Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site for any reason;
- Use any TPC Content made available through the Site in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
- Decrypt, transfer, frame, display, or translate (except translations for personal use) any part of the Site;
- Connect to or access any TPC computer system or network without authorization; or
- Use the information in the Site to create or sell a similar service.
E. Right to Suspend or Terminate Access. TPC may suspend or terminate, in whole or in part, your access to the Site and the related services if you violate this Agreement. If your violation of this Agreement is related to the purchase of a product on the Site, TPC may also cancel or void any related purchase order.
3. User Reviews and Other Submitted Content
The Site includes features that allow you to upload, submit, or send content through the Site (e.g., user reviews, blog comments) (“Your Content”). This Section provides the terms and conditions governing your use of such features.
A. License to Your Content.
By submitting Your Content to the Site, you grant TPC a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works of, adapt, display, and perform Your Content in all media now known or hereafter created without attribution. You hereby waive all moral rights to Your Content. You represent and warrant that you have the necessary rights to Your Content, including the right to grant a license to your rights in this Agreement. Please do not submit Your Content to the Site if do not wish to grant us the rights set forth in this Section.
B. Prohibited Content. You agree that you will not use the Site to send, post, or publish:
C. Your Responsibility for Your Content. Your Content is your sole responsibility. Under no circumstances will we be liable in any way for Your Content or for any loss or damage of any kind incurred as a result of the use of any of Your Content. TPC further reserves the right to monitor, delete or modify any of Your Content that it deems offensive, inappropriate, advertising, illegal, off-topic or otherwise violates this Agreement.
- Any content that is obscene, defamatory, threatening, harassing, abusive, slanderous, racially, or ethnically offensive, hateful, or embarrassing to any other person or entity;
- Any content that displays, describes or encourages usage of any product we sell in a manner that could be offensive, inappropriate or harmful to TPC or any user or consumer or that is contrary to any instructions or warnings relating to the product;
Any review of a product that does not reflect your lawful, honest, and good faith opinion or discloses any material conflict of interest or relationship that might influence your opinion (e.g., if you are a paid endorser of a product that you review);
- Any message, data, code, or software that would violate our, or any third party, proprietary, or intellectual property rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential or proprietary information, or use trademarks or service marks in an infringing fashion;
- Any personal information of a third party, or images that include a third party or depict a third party’s likeness, without the third party’s prior written consent;
- Any advertisements or solicitations of business, chain letters, pyramid schemes, or bulk e-mail lists or upload;
- Any materials that violate, could cause us or a third party to violate, or encourage us or a third party to violate any applicable law, statute, ordinance, or regulation; or
- Any content or communications intended to impersonate someone else.
D. Your Suggestions. We welcome your comments regarding the Site, TPC Content, and our products. In addition to the license you grant to us, above, for Your Content, if you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials (collectively, “Suggestions”) to us in connection with or related to the Site and TPC’s products (including any related technology), whether you send such in Suggestions to us through the Site or through a separate communication channel, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license under any and all rights in and to the Suggestions to use, reproduce, distribute, create derivative works of, adapt, display, perform, and otherwise exploit, and to make, have made, sell, offer to sell, and import any products and services incorporating or based on, Suggestions in any manner. Please do not send us such information or materials, if you do not wish to grant us the rights set forth in this Section.
4. Your Privacy; Protection of Your Account Credentials
5. Product Listings and Purchases
In addition to any other terms relating to product purchases, returns, trade-ins, and shipping and handling on the Site, the following terms apply when you purchase a product on the Site.
A. Pricing; Payment.
All prices are shown in U.S. dollars. Taxes, shipping and handling charges are additional. All prices and taxes are subject to change or adjustment without notice. TPC reserves its right to expire or modify any promotion at any time. You are responsible for paying all costs associated with your purchase, and for providing accurate and current payment information. We will not charge your payment card until the item ships to the designated delivery address.
B. Availability. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue products or services without notice, even if you have already placed your order. Please note that some items may be backordered or unavailable even if the Site indicates that they are in-stock, and adding an item to your cart does not guarantee the availability of that item.
C. Shipping and Handling. You agree to pay the shipping and any handling charges shown on the Sites when your order is placed. We reserve the right to increase, decrease and add or eliminate charges from time to time and without prior notice. Any shipping or handling charges may or may not reflect actual costs. All orders are shipment contracts, not destination contracts. Any shipping times shown on the Sites are estimates only – actual delivery dates may vary. You are solely responsible for providing all information necessary for us to ship purchased products to you.
6. Text Message Participation Terms and Conditions
If you elect to receive marketing text messages from us, either via the Site or by sending a text message indicating your consent, you are providing your prior express written consent to receive recurring marketing or promotional SMS text messages from us (each, a “Text Message”) sent through an automatic telephone dialing system to telephone number(s) you provided. These may include cart reminder messages. Message frequency varies. This service is optional and is not a condition for purchase. You can opt out of receiving any further Text Messages from us at any time by replying “STOP” to any Text Message you receive from us. For help, reply “HELP” to any Text Message you receive from us or email firstname.lastname@example.org. In addition to any fee of which you are notified, your mobile provider’s message and data rates may apply to our confirmation Text Message and all subsequent Text Message correspondence according to your individual rate plan provided by your wireless carrier. Please consult your mobile service carrier’s pricing plan to determine the charges for browsing data and sending and receiving Text Messages. Under no circumstances will TPC or our affiliates be responsible for any SMS messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. If your carrier does not permit SMS messages, you may not receive the Text Messages.
If you change or deactivate the phone number you provided, you have an affirmative obligation to update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive our standard marketing Text Messages unless you also unsubscribe via the above procedures.
7. Third Party Websites; TPC Business Partners
The Site may include or provide links to other websites on the Internet that we do not control. In some circumstances, the Site may be linked or framed (e.g., content incorporated on another website through the use of an i-frame) by an entity and its respective officers, directors, agents, employees, and franchisees with which we have entered into a commercial agreement to provide products or services on or related to the Site (a “Business Partner”). These other websites may provide opinions, recommendations, or other information from various individuals, organizations, or companies. We are not responsible for the nature, quality, or accuracy of the content or opinions expressed on such websites and we do not investigate, monitor, or check them for quality, accuracy, or completeness. Inclusion of any linked website on the Site does not imply or express an approval or endorsement of the linked website by us or of any of the content, opinions, treatments, information, products, or services provided on these websites.
8. Disclaimer of Warranties
A. Site. EXCEPT AS WE OTHERWISE EXPRESSLY PROVIDE IN THIS AGREEMENT, THE SITE AND ALL RELATED SITES ARE PROVIDED “AS IS”. WE, OUR THIRD-PARTY LICENSORS, AND BUSINESS PARTNERS DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF: (i) YOUR USE OR THE RESULTS OF YOUR USE OF THE SITE; (ii) ANY ADVICE YOU GLEAN FROM THE SITE WHETHER PROVIDED BY US OR A THIRD PARTY; OR (iii) ANY OTHER CONTENT AVAILABLE THROUGH THE SITE. WE DO NOT PROMISE THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE, OUR THIRD-PARTY LICENSORS, AND BUSINESS PARTNERS WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY CONCERNING ERRORS, OMISSIONS, DELAYS, OR DEFECTS IN THE SITE OR ANY INFORMATION SUPPLIED TO YOU VIA THE SITE, OR THAT FILES AVAILABLE THROUGH SITE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT INCLUDE OR MANIFEST CONTAMINATING OR DESTRUCTIVE CHARACTERISTICS.
B. Products. We do not manufacture the products sold on the Site, but we take steps to inspect the products sold on our Site, as described in our support articles, “What is Quality Assurance?” and, for certified pre-owned products, “What is CPO Guaranteed Buyback?” If you are dissatisfied with the product for any reason, your sole and exclusive remedy is to return the product in accordance with our
NOTWITHSTANDING THE FOREGOING, NO STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS.
PRODUCTS LISTED ON THE SITE, WHETHER OFFERED DIRECTLY BY US OR BY A BUSINESS PARTNER, ARE OFFERED AND SOLD “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT ANY PRODUCT, DESCRIPTION, PHOTOGRAPH, PRICING, OR OTHER INFORMATION IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
8. Limitation of Liability
A. Site and Related Conduct. NONE OF TPC, ITS SUBSIDIARIES, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, BUSINESS PARTNERS, LICENSORS, EMPLOYEES, ASSIGNEES, AND SUCCESSORS-IN-INTEREST (COLLECTIVELY, THE “TPC PARTIES”), WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, RELATING TO THIS AGREEMENT, YOUR USE OF THE SITE, OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SITE, AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF THE TPC PARTIES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE WILL BE TO STOP USING THE SITE.
B. Products and Transactions. TPC IS NOT THE MANUFACTURER OF NEW OR USED PRODUCTS AND IS JUST A RESELLER. THE TPC PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, RELATING TO MANUFACTURING, DESIGN, OR MARKETING DEFECTS AND YOU AGREE THAT YOUR SOLE REMEDY IS AGAINST THE MANUFACTURER FOR ANY DAMAGES RESULTING FROM A PRODUCT DEFECT.
C. TPC’s Maximum Liability for Any Claim. IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF THE TPC PARTIES, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR USE OF THE SITE OR PURCHASE OF A PRODUCT THROUGH THE SITE, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE LESSER OF ONE THOUSAND U.S. DOLLARS ($1000.00 USD) OR THE AMOUNT THAT YOU HAVE SPENT ON PRODUCTS PURCHASED FROM THE SITE OVER THE PAST 12 MONTHS.
D. State Law Waiver. In entering into this release you expressly waive any protections (whether statutory or otherwise), including Section 1542 of the California Civil Code if applicable, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
To the fullest extent permitted by applicable law, you agree to hold harmless, indemnify, and defend the TPC Parties from and against any and all claims (including liabilities, damages, losses, costs, expenses, and reasonable attorneys’ fees): (a) alleging injury, damage, or loss resulting from your use of the Site; (b) alleging that Your Content infringes a copyright, patent, or trademark, or misappropriates a trade secret of a third party; (c) relating to any act or omission by you which is a breach of your obligations under this Agreement or applicable law; or (d) otherwise relating to your use of the Site or products purchased from the Site.
You will have the right to defend and compromise such claim at your expense for the benefit of the TPC Parties; provided, however, you will not have the right to obligate the TPC Parties in any respect in connection with any such settlement without the written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend or if TPC elects to defend such claims itself, the TPC Parties may do so to protect their interests and you will reimburse all costs incurred by the TPC Parties in connection with such defense.
10. Agreement to Arbitrate
A. Choice of Law. The validity, construction, and effect of this Agreement will be governed by the laws of the U.S. State of Colorado, without giving effect to that state’s conflict of laws rules.
B.Arbitration Procedure. All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement), our operation of the Site, or a purchase made through the Site shall be resolved by final and binding arbitration to be held in the English language in Boulder, Colorado or another mutually agreed upon location pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable.
C. Waiver of Class Actions; Jury Trials. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.
D. Injunctive Relief. Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
11. Digital Millennium Copyright Act Procedure
TPC investigates notices of copyright infringement and takes appropriate actions under the Digital Millennium Copyright Act (“DMCA”), Title 17, United States Code, Section 512(c). For purposes of providing written notice under the DMCA, TPC has designated an agent with the United States Copyright Office (“Copyright Agent”). All written notification, pursuant to the DMCA, must be submitted to the designated Copyright Agent at the following address:
The Pro’s Closet
1900 Taylor Avenue
Louisville, CO 80027
If you are a copyright owner or agent thereof and believe that third-party submitted content or materials, including photographs and digital images (“Third-Party Submission”), available through this Site infringes upon your copyrights, you may submit written notification, pursuant to the DMCA, to TPC’s Copyright Agent, identified above. If you are uncertain whether Third-Party Submission infringes your or others’ copyrights or of the requirements for a DMCA-compliant notice, please consult with a copyright attorney prior to making a notice under the DMCA.
12. Miscellaneous Terms
A. Complete Agreement. This Agreement constitutes the entire agreement between you and TPC relating to your use of, and access to, this Site and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended except as set forth herein. For avoidance of doubt, notwithstanding this Section, this Agreement does not modify, revise, or amend the terms of any other agreements you may have with TPC.
B. Severability. If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.
C. No Waivers. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision. This Agreement shall not be modified by any course of performance or course of dealing.
D. No Assignments and Transfers. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express prior written consent and in our sole discretion.
E. No Third Party Beneficiaries. Subject to Sections 8 and 9, nothing in this Agreement will confer upon any person or entity, other than the parties, any rights, remedies, obligations, or liabilities whatsoever.
F. Notices. You shall provide any notices to us under this Agreement by e-mail or mail using the contact information provided below. Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail or through posting notices to your account. You are responsible for providing TPC with up-to-date contact information, which you may do by updating your account information through the Site or by sending a message to us via the contact information provided below. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.
13. Contact Us
If you have any questions or need to contact us for any reason relating to this Agreement, please contact us.
You may also send us mail at the following address:
The Pro’s Closet
1900 Taylor Avenue
Louisville, CO 80027