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United Fabrics International, Inc.

Trade Portal Terms of Use

Governing access to and use of the UFI trade portal at unitedfabric.com.

Effective Date: 05/19/2026
Last Updated: 05/29/2026

These Trade Portal Terms of Use (these “Terms”) govern your access to and use of the trade portal, design tools, AI features, and related services operated by United Fabrics International, Inc., a California corporation with its principal place of business at 1723 South Central Avenue, Los Angeles, CA 90021 (“UFI,” “we,” “us,” or “our”), at unitedfabric.com and its divisions (United Fabric, UFI, and @TRENDS) (collectively, the “Platform”). “You” and “your” mean the trade customer (a designer, manufacturer, brand, or other business) accessing the Platform, and where applicable each authorized individual user acting on behalf of that customer.

The Platform is a business-to-business trade portal for vetted trade customers. It is not directed to consumers, and account access is gated through UFI’s Application process. By accessing or using the Platform, you agree to these Terms. If you do not agree, do not access or use the Platform.

These Terms are supplemental to, and are to be read together with, the UFI Master Purchase Agreement (“MPA”), the UFI Mutual Non-Disclosure Agreement (“NDA”), the UFI Return and Claims Policy, the UFI Privacy Policy, the UFI Cookie Policy, and the terms printed on each UFI Order Confirmation, Invoice, and Packing Slip (collectively, the “Governing Documents”). In the event of any conflict between these Terms and the MPA, the MPA controls. In the event of any conflict between these Terms and the NDA as to confidentiality, the NDA controls. These Terms do not enlarge any warranty or remedy beyond what the Governing Documents provide.

1. Eligibility and Accounts

1.1 Eligibility

The Platform is available only to businesses purchasing for resale, manufacture, or commercial use, and only to individuals who are at least 18 years of age and authorized to act on behalf of such a business. By creating an account, you represent that you meet these requirements and that all information you provide is accurate and complete.

1.2 Account Creation; Application

Access to the Platform requires completion of the UFI Application and explicit acceptance, during the Application process, of the MPA, the NDA, and these Terms. UFI may, in its discretion, approve or decline any Application and may require additional information (such as tax registration, resale documentation, or trade references) before granting access. UFI may also revoke access if eligibility information later proves inaccurate or out of date.

1.3 Authorized Users and Roles

Your account may include multiple authorized users with role-based permissions configured by your account administrator. You are responsible for the actions of all users on your account, for maintaining accurate user lists, and for promptly removing users who should no longer have access (for example, when an employee leaves your business).

1.4 Credentials and Two-Factor Authentication

You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Credentials are personal to each authorized user and may not be shared. UFI provides two-factor authentication via email or SMS; you agree to keep your registered contact methods current. You must promptly notify UFI of any unauthorized access to your account or any suspected compromise of credentials.

2. Acceptable Use

You agree to use the Platform only for legitimate trade purposes consistent with your business relationship with UFI. You shall not, and shall not permit any user or third party to:

  • share, sublicense, resell, or otherwise make Platform access available to any person who is not an authorized user under your account;
  • use any robot, spider, scraper, crawler, automated tool, AI agent, or other means to access, copy, download, harvest, or systematically reproduce any portion of the Platform, including the pattern library, color cards, inventory data, or pricing information, except as expressly permitted by these Terms or with UFI’s prior written consent;
  • reverse-engineer, decompile, disassemble, or attempt to derive the source code, models, algorithms, or training data of any UFI software, AI feature, or service;
  • use the Platform or its content to train, develop, or improve any machine-learning model or AI system, or to create any product or service that competes with UFI or replicates UFI’s patterns, designs, artwork, color technology, or pricing structures;
  • circumvent or attempt to circumvent any access control, rate limit, security mechanism, or feature gating of the Platform;
  • upload, transmit, or distribute any content that is unlawful, infringing, defamatory, malicious, or that you do not have the right to share;
  • interfere with, disrupt, or place an unreasonable load on the Platform, or attempt to gain unauthorized access to any part of it or to other accounts; or
  • use the Platform in violation of any applicable law, regulation, or third-party right, or in any manner inconsistent with these Terms or the Governing Documents.

3. Platform Content and Intellectual Property

3.1 UFI Content

The Platform and all content made available through it, including UFI’s patterns, designs, artwork, color cards, color technology, imagery, text, software, AI models, user-interface elements, and the look and feel of the Platform (collectively, “UFI Content”), is owned by UFI or its licensors and is protected by copyright, trademark, trade secret, and other intellectual property rights.

3.2 Limited License to Use the Platform

Subject to your compliance with these Terms and the Governing Documents, UFI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the purpose of evaluating, ordering, and managing UFI goods in the ordinary course of your business with UFI. No other license, ownership interest, or other right in or to UFI Content is granted, whether by implication, estoppel, or otherwise.

3.3 Patterns, Designs, and Goods

Your rights to use UFI’s patterns, designs, artwork, and proprietary images embellishing goods you purchase are governed by the limited license, design-protection, and copyright provisions of the MPA and the related provisions of the NDA. Nothing in these Terms enlarges, modifies, or supersedes those provisions. Access to a pattern through the Platform does not grant you any right to reproduce, copy, or use that pattern outside of goods actually purchased from UFI and paid for in full.

3.4 Feedback

If you provide UFI with suggestions, ideas, or feedback about the Platform, you grant UFI a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, including improving the Platform, without obligation to you. Feedback is not Confidential Information for purposes of the NDA unless you mark it as confidential at the time of disclosure.

4. User Uploads and AI Features

4.1 Your Content

The Platform allows you to upload images and other content (“Your Content”) for use with features such as AI pattern-matching, image search, mood boards, and design tools. As between you and UFI, you retain all ownership rights in Your Content. You represent and warrant that you have all rights necessary to upload Your Content and to permit UFI to use it as described in these Terms, and that Your Content does not infringe any third-party right or violate any law.

4.2 Limited License to Process Your Content

You grant UFI a limited, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Your Content solely to provide the specific Platform feature you have requested (for example, to run an AI pattern-matching query against UFI’s pattern library and return matching results, to display Your Content in your mood board, or to attach Your Content to an order or sample request). UFI will not use Your Content for any other purpose.

4.3 No Training on Your Content

UFI will not use Your Content to train, develop, or improve any machine-learning model or AI system, whether UFI’s own or a third party’s. UFI’s AI features rely on UFI’s own catalog and pattern data for training, not on customer uploads.

4.4 AI Processors and Data Handling

UFI uses third-party AI service providers, including OpenAI, Anthropic, and Microsoft Azure (collectively, “AI Processors”), together with its own in-house AI pattern-matching technology, to deliver certain Platform features. Where AI Processors are used, UFI engages them under contractual terms that require them to process Your Content only as needed to provide the requested service and not to use Your Content to train their general models. The use of AI Processors is subject to UFI’s Privacy Policy.

4.5 Deletion of Your Content

You may delete Your Content from the Platform at any time using the in-product controls. UFI does not retain Your Content after you delete it, other than as may be required by law, by bona fide internal backup or compliance processes, or in aggregated or de-identified form that is not associated with you. UFI may also delete Your Content if your account is suspended or terminated, or in accordance with UFI’s data-retention practices described in the Privacy Policy.

4.6 AI Output Disclaimer

AI features (including pattern-matching, image search, and similar tools) are provided as informational aids only. Results may be incomplete, imprecise, or unsuitable for your intended use. You are responsible for independently evaluating any AI output before relying on it for purchasing, design, or production decisions. UFI does not warrant that AI features will identify all relevant matches or that any AI output is free from error. Final responsibility for sample evaluation and product fit rests with you, as further set forth in the Return and Claims Policy and the MPA.

4.7 Prohibited Uploads

You shall not upload any content that: (a) you do not have the right to upload; (b) infringes any copyright, trademark, trade-secret, privacy, publicity, or other right of any person; (c) contains malware, viruses, or harmful code; (d) is unlawful, obscene, harassing, defamatory, or otherwise objectionable; or (e) contains personal information of any individual who has not consented to its inclusion.

5. Privacy and Data

UFI’s collection, use, and disclosure of personal information in connection with the Platform is governed by the UFI Privacy Policy, which is incorporated into these Terms by reference. UFI’s use of cookies and similar technologies is described in the UFI Cookie Policy. You may exercise privacy rights through the form at unitedfabric.com/privacy-request or by emailing privacy@unitedfabric.com.

6. Enforcement, Suspension, and Termination

6.1 Tiered Enforcement

UFI takes a tiered approach to enforcement of these Terms, calibrated to the seriousness of the violation:

  • Warning. For minor or apparently inadvertent violations, UFI may provide a written notice identifying the issue and a reasonable opportunity to cure.
  • Suspension. For repeated, uncured, or more serious violations, UFI may suspend your account or specific features for a period determined by UFI.
  • Termination. For material violations, UFI may terminate your account and access to the Platform.

6.2 Immediate-Termination Offenses

Notwithstanding Section 6.1, UFI may suspend or terminate your access immediately, without prior notice or cure period, for any of the following:

  • scraping, automated or systematic copying, or other prohibited extraction of the pattern library, inventory, pricing, or other Platform content;
  • sharing of login credentials or unauthorized sharing of Platform access with third parties;
  • infringement of UFI’s or any third party’s intellectual property rights, including reproduction or distribution of UFI patterns or designs outside of paid-for goods;
  • breach of the NDA or unauthorized disclosure or use of UFI Confidential Information;
  • use of the Platform or its content to train any AI or machine-learning model without UFI’s express written consent;
  • non-payment, materially false eligibility information, or any conduct giving UFI reasonable grounds for insecurity under the MPA;
  • attempts to circumvent security, access controls, or rate limits; or
  • any unlawful use of the Platform.

6.3 Effect of Suspension or Termination

On suspension or termination: (a) your right to access the Platform ends immediately; (b) you must cease all use of UFI Content and, on request, return or destroy any UFI Confidential Information as required by the NDA; (c) any outstanding orders and obligations under the MPA continue in accordance with their terms; (d) you remain liable for all amounts owed to UFI; and (e) UFI may delete Your Content and account data in accordance with the Privacy Policy and applicable law. Provisions intended to survive (including Sections 2, 3, 4.1, 4.6, 6.3, 7, 8, 9, and 10) survive termination.

6.4 Termination by You

You may close your account at any time by contacting customer service or using any in-product close-account control. Closing your account ends your access to the Platform but does not by itself terminate any outstanding orders or obligations under the MPA.

7. Disclaimers

THE PLATFORM AND ALL UFI CONTENT, AI FEATURES, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, UFI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

UFI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY AI OUTPUT OR PATTERN-MATCH RESULT WILL BE ACCURATE, COMPLETE, OR FIT FOR YOUR INTENDED USE. WARRANTIES RELATING TO GOODS PURCHASED FROM UFI ARE GOVERNED EXCLUSIVELY BY THE MPA AND ARE NOT ENLARGED BY THESE TERMS.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL UFI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, AND WHETHER OR NOT UFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UFI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE PLATFORM IS PROVIDED TO CUSTOMERS WITHOUT SEPARATE CHARGE, AND THIS CAP REFLECTS THE NO-FEE NATURE OF PLATFORM ACCESS. THIS LIMITATION IS SEPARATE FROM, AND DOES NOT ENLARGE OR LIMIT, THE LIMITS OF UFI’S LIABILITY UNDER THE MPA, WHICH GOVERN ANY CLAIM RELATING TO GOODS PURCHASED FROM UFI.

The disclaimers and limitations in Sections 7 and 8 are essential elements of the bargain between you and UFI and apply even if any limited remedy fails of its essential purpose.

9. Indemnification

You agree to defend, indemnify, and hold harmless UFI and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to: (a) Your Content; (b) your use of the Platform in breach of these Terms or any Governing Document; (c) your violation of any law or any third-party right; or (d) any action taken by any authorized user of your account. UFI may, at its option, control the defense and settlement of any matter subject to indemnification, and you will reasonably cooperate.

10. General

10.1 Relationship to the Governing Documents

These Terms are supplemental to and governed by the Governing Documents. In the event of any conflict, the MPA controls as to the buy-sell relationship, the limited license, design protection, claim periods, remedies, limits of liability, warranty exclusions, and arbitration; the NDA controls as to confidentiality; the Return and Claims Policy controls as to claims and returns of goods; the Privacy Policy and Cookie Policy control as to personal information and cookies; and these Terms control as to access to and use of the Platform.

10.2 Changes to the Platform; Changes to these Terms

UFI may modify, suspend, or discontinue the Platform or any feature from time to time. For material discontinuations or material adverse changes to Platform features, UFI will use commercially reasonable efforts to provide at least sixty (60) days’ advance notice through the Platform or by email, except where shorter notice is required by law, by a third-party vendor change, by a security or compliance need, or by other circumstances beyond UFI’s reasonable control.

UFI may also update these Terms from time to time. Material changes will be communicated through the Platform or by email. Continued access to or use of the Platform after the effective date of an update constitutes acceptance of the updated Terms.

10.3 Assignment

Consistent with the MPA, you may not assign, modify, or cancel these Terms or any of your rights or obligations under them without UFI’s prior written consent, and any attempted assignment, modification, or cancellation without such consent is void.

10.4 Governing Law, Arbitration, and Provisional Remedies

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Any controversy arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the arbitration provisions of the MPA (including its panel composition, venue in Los Angeles, California, attorney’s-fees, and related provisions), all of which are incorporated by reference into these Terms.

Consistent with the MPA, UFI shall have all rights to provisional remedies that it would have at law or in equity, including the right to seek injunctive or other equitable relief in the state or federal courts located in Los Angeles County, California, to protect the Platform and UFI Content pending or in aid of arbitration, notwithstanding the existence of this agreement to arbitrate.

Consistent with the MPA, any arbitration proceedings instituted by you against UFI under these Terms must be instituted within one (1) year after the claimed breach occurred, and your failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings and the seeking of any remedy in arbitration, at law, or otherwise by you, and a waiver of all of your claims. The determination of whether the one-year period has expired shall be made by the Court and shall not be within the jurisdiction of the arbitrators. This one-year bar does not apply to, and does not limit, UFI’s claims against you under these Terms, which remain subject to applicable statutes of limitations.

10.5 Severability and Waiver

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect. No failure or delay by UFI in exercising any right under these Terms constitutes a waiver of that right.

10.6 Entire Agreement

These Terms, together with the Governing Documents, constitute the entire agreement between you and UFI regarding access to and use of the Platform and supersede any prior or contemporaneous understandings on that subject.

10.7 Acceptance

You accept these Terms by checking the “I have read and agree” box and clicking “Accept” for these Terms during the UFI Application process, alongside the acceptances of the MPA and the NDA. You also accept these Terms, and any updated version, by continuing to access or use the Platform after the effective date of an update or after being prompted to re-accept. The date, time, IP address, and user-agent information associated with each acceptance constitute evidence of your assent.

10.8 Contact

Questions about these Terms may be directed to UFI at mail@unitedfabric.com or by mail to United Fabrics International, Inc., 1723 South Central Avenue, Los Angeles, CA 90021. Telephone: (213) 749-8200.