Membership Terms and Conditions

Members are entitled to the benefits established by Textile Exchange, which may include:

• Access to member-only virtual community space, technical guidance, events, programs, or meetings.
• Textile Exchange Conference packages and discounts on conferences, events, services, or other offerings.
• Participation in roundtables, communities of practice, collective action working groups, committees, and similar initiatives.
• Inclusion in member directories or professional networking or showcasing opportunities.

Benefits are non-transferable, subject to modification, and may vary by membership tier, level, or classification. This membership provides access to resources, community, networking, and general information, and does not constitute professional, legal, financial, or other consulting services.

Members agree to:

1. comply with applicable laws and regulations;
2. pay annual membership fees;
3. provide Textile Exchange in writing with all necessary billing information required for proper invoicing and payment processing under this agreement, including but not limited to, legal entity name, billing address, tax identification number, contact person for billing inquiries, and email address for electronic invoices;
4. notify Textile Exchange of any changes to Member contact information, billing information, and any changes that impact or could impact the Member’s membership status or participants;
5. represent their affiliation accurately and in good faith;

Additionally, Members shall abide by applicable participation requirements of their membership tier, level, or classification which could include reporting on progress, verifying best practices, and setting targets. Membership participation requirements are provided separate from these Terms and Conditions, and may be updated from time to time, and Textile Exchange will notify Members of any changes and timelines. Minor changes to correct typos, or to clarify language, or that waive or lessen a membership requirement, shall be effective upon publication, or as otherwise provided for in the notice. Substantive amendments or changes to membership requirements shall be effective no sooner than three months following notice to Member.

Members agree that they will not:

1. share their login information to Textile Exchange Online Platforms with non-members;
2. reproduce any of the information received as part of their membership and share it with non-members;
3. post inappropriate, inaccurate, offensive, or defamatory content to membership forums and discussions ; or
4. engage in direct marketing on Textile Exchange Online Platforms.

Members must maintain standards of ethical and professional behavior. Textile Exchange reserves the right to suspend or terminate membership without refund if conduct is found to be harmful, unlawful, or inconsistent with Textile Exchange’s mission. If a Member is banned from certification or authorization to provide services for the Textile Exchange standards system, the Member’s membership will be terminated and will remain terminated until any ban is lifted.

Members agree to pay Textile Exchange an annual membership fee, determined in accordance with the membership fee schedule available on the Textile Exchange website, as it may be amended from time to time at the beginning of a new membership year. Members agree to pay their membership fee according to the instructions on the invoice. Membership fees are non-refundable. Failure to pay membership fees by the due date may result in suspension or termination of membership benefits

“Textile Exchange Online Platforms” means information technology systems, applications, tools, or templates provided by Textile Exchange and used by Members to send information or data to Textile Exchange, process data as required by Textile Exchange, or receive data (or analyses of such data) from Textile Exchange, including, without limitation, reporting systems, traceability systems, claims platforms, geospatial systems, and any other information technology system Textile Exchange introduces.  Members will refrain from any action that may jeopardize the credibility, the purpose, or the functionality of the Textile Exchange Online Platforms. Usernames and passwords are to be kept confidential and cannot be transferred to other users without the prior written consent of Textile Exchange. Members shall immediately report to Textile Exchange any suspected instances of unauthorized use of the Textile Exchange Online Platforms, or any other suspected breaches of security.

Members will not use the Textile Exchange Online Platforms:

1. to circumvent or manipulate the fee structure, the billing process, or fees owed;
2. to engage in direct marketing efforts or campaigns;
3. to post false, inaccurate, misleading, or offensive content;
4. to distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
5. to distribute viruses or any other technologies that may harm Textile Exchange, or the interests or property of other users of the Textile Exchange Online Platforms;
6. to copy, modify, or distribute rights or content from the Textile Exchange Online Platforms; or
7. to harvest or otherwise collect information about users, including email addresses, without their (or Textile Exchange’s) consent.

The Textile Exchange Online Platforms and the information therein are provided to Member on an “as is” and “as available” basis without any representation, endorsement or warranty of any kind, express or implied (by law or otherwise), including as to (i) availability, accuracy, quality, completeness or fitness for any purpose or (ii) freedom from bugs, defects or viruses. To the maximum extent permitted by law, Textile Exchange excludes all representations, warranties, conditions, and other terms relating to the Textile Exchange Online Platforms, except that Textile Exchange commits to the following:

Textile Exchange will use commercially reasonable efforts to make the Textile Exchange Online Platforms available 24 hours a day, 7 days a week except (a) during planned downtime (of which Textile Exchange will give advance notice on the applicable Textile Exchange Online Platform) and (b) during downtime that is the result of forces beyond Textile Exchange’s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, pandemic, act of terror, strike or other labor problem (other than one involving Textile Exchange employees), internet service provider failure or delay, or acts undertaken by third parties, including without limitation denial of service attacks or other cyberattacks.

Members may access publications, resources, and training materials provided by Textile Exchange. These resources are for personal or organizational use only and may not be redistributed, copied, or sold without prior written consent.

“Textile Exchange Marks” means all trademarks, word marks, names, logos, and other brand identifiers owned by Textile Exchange worldwide, regardless of registration status. Members shall not use the Textile Exchange Marks or make any claims about membership unless the Member is granted explicit approval in writing by Textile Exchange or a license to use any Textile Exchange Marks is granted through a separate licensing agreement with Textile Exchange.

Textile Exchange shall not be liable to Member, any Member customer or any other person and/or entity for any claim, demand, cause of action, damages, judgment or settlement, or for any loss or injury to earnings, profits, or goodwill, or for any direct, indirect or consequential damages, including attorney’s fees and court costs, resulting directly or indirectly from (a) Member’s participation in Textile Exchange Online Platforms or the Textile Exchange membership or (b) Member’s failure to comply with the terms and conditions of this agreement or membership requirements.

Members agree that Textile Exchange cannot guarantee any results from their membership. Any negative or positive results that might occur during membership are the result of the Member’s own choices.

Textile Exchange collects and processes personal or business data in compliance with applicable privacy laws (for example, GDPR, CCPA, or local equivalent). Data may be used for communications, event management, billing, advocacy, or publication in member directories unless the Member opts out in writing. Textile Exchange will not sell or share personal data with third parties unrelated to membership activities. The Textile Exchange Privacy Policy describes how we handle personal information and other data we collect and process. The Privacy Policy applies to the programs and services that we provide, as well as your use of our websites, mobile and web apps, or platforms.

Membership is valid for one year from the first of the month in which payment is received unless otherwise specified and agreed upon. Membership will automatically renew annually unless written notice of cancellation is received 30 days prior to renewal. Renewal notices and invoices will be provided electronically. If Member terminates or cancels membership no refunds will be issued.

Textile Exchange has a right to suspend or terminate the Member’s membership if any of the terms and the conditions of this agreement are violated or the Member fails to meet the requirements to maintain membership. The Member can cancel their membership at any point and for any reason. Textile Exchange may request information from the Member on the reason for cancelling membership.

This agreement does not create any partnership or joint venture between the parties, nor does it make any party the agent of another party or authorize any party to make or enter any commitments on behalf of any other party. Furthermore, this agreement does not give any person who is not a party to this agreement any rights under or in connection with it.

This agreement is governed by and construed in accordance with the laws of the State of New York without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply.

In the event of any dispute, controversy, or claim between Textile Exchange and Member, the parties shall, prior to initiating any litigation, arbitration, or other dispute resolution mechanism, first seek to resolve the dispute amicably through informal discussions, then in accordance with the Textile Exchange Grievance Policy. In the event the parties do not resolve the dispute through informal discussions (or in accordance with the Textile Exchange Grievance Policy), the parties agree that any disputes shall be resolved through:

1. For agreements between Textile Exchange and Members domiciled in the United States, litigation in a court of competent jurisdiction in New York City, New York, USA, or
2. For agreements between Textile Exchange and Members domiciled outside the United States, binding arbitration in New York City, New York, USA, in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules as in effect at the time of the claim. The appointing authority shall be the International Centre for Dispute Resolution (ICDR). The case shall be administered by the ICDR under its Procedures for Cases under the UNCITRAL Arbitration Rules. The language of the arbitration shall be English. The dispute shall be resolved by three arbitrators, of whom each party shall select one, with the third arbitrator to be selected by the two party-appointed arbitrators within 30 days of the appointment of the second party-appointed arbitrator. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the ICDR. The decision of the arbitrators shall be final and binding upon the parties and their respective successors and assigns, and the parties agree that judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Except as may be required by law, neither a party nor any arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

We may update these Terms and Conditions from time to time, and so you should review it periodically. We will notify you of any changes by posting the new Terms and Conditions on our website and updating the “Effective Date” at the top of this document.