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TERMS OF SALE AND PURCHASE

Last updated: 25/05/2022

What are these Terms?

Thank you for your interest in joining the Tilt eco-system. These terms and conditions (as amended from time to time, these “Terms”) apply to the Tilt app (the “Mobile App”) or website (the “Site”: http://tilt.app/ (the Mobile App and Site together, the "Platform" or “Tilt Platform”) and apply to you if you choose to buy or sell products through the Platform or use it in any other way. Please read these Terms carefully. By clicking ‘agree’ (or similar) or accessing or using the Platform, you are agreeing to be bound by these Terms. If you do not agree to any of these Terms, then do not access or use the Tilt Platform.

What is the Tilt Platform?

The Tilt Platform is developed by Retro Labs Limited ("Tilt" "we", "us" or "our" ) and enables registered users of the Platform to sell their products ("Sellers") to other registered users who agree to buy the products ("Buyers"). The Sellers can currently display their products either by live stream or video.

Retro Labs Limited provides the Platform for the benefit of Buyers and Sellers to trade, however, we are a marketplace platform only, and we are not a party to the sale contract between any Buyer and Seller. We are not responsible for any products offered or sold by Sellers, or for any obligations of Buyers. Also, while we help facilitate connections and payments between Buyers and Sellers and may help facilitate the resolution of any disputes among users, Tilt has no control over and does not guarantee or verify: the existence, quality, safety or legality of any products; the truth or accuracy of and any content uploaded to, or provided for publication on, the Platform by Buyers or Sellers (“Your Content”), marketing or listings; the ability of Sellers to sell products or any return or refund policies; the ability of Buyers to pay for products; or that a Buyer or Seller will actually complete a transaction.

Retro Labs Limited is a company registered in England and Wales (company number 13499061). Our registered address is 9th Floor, 107 Cheapside, London EC2V 6DN, United Kingdom.

You should pay particular attention to the section called "Disclaimers and Liability", as this excludes or limits our legal liability in connection with your use of the Tilt Platform.

Eligibility and setting up an Account

You may be required to register with Tilt in order to access and use certain features of the Platform. You must be at least 18 and located in the United Kingdom to use the Platform. By using the Platform and by agreeing to these terms, you warrant and represent that you are at least 18. If you create an account on the Platform, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the Platform. When seeking to register, you may be asked to provide certain information about yourself, as prompted by the platform. You agree to provide and maintain true, accurate and current information about yourself. If you choose not to provide any requested information, you acknowledge and agree that you may not be able to use or benefit from certain features of the Tilt Platform. Where your circumstances change for any reason, you must promptly update your registration information to keep it accurate, current and complete. Providing false contact information of any kind (or any other breach of these terms) may result in the termination of your account. You must immediately notify us of any unauthorised uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

Modifications

Tilt reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that Tilt will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform.

Terms specific to Buyers

Order process: Once you register on the Platform, you can place orders for Sellers' products. As a Buyer, you acknowledge that by placing an order through the Platform, you are entering into a legally binding contract with the Seller in each case, and you agree to pay the price of the product and all related charges including, without limitation, all taxes, duties, shipping and handling charges. Payment for your purchases can be made by all major credit and debit cards.

When the third-party carrier delivers the products to the Buyer, the title and risk pass to the Buyer.

If a product is displayed via live stream, the shopping window will remain open for 12 hours after the live stream, during which time Buyers can make purchases.

Our role: Tilt is a marketplace platform only, and we are not a party to the sale contract between any Buyer or Seller. We are not responsible for any products offered or sold by Sellers, or for their delivery. We do not create or review the listings provided by Sellers, and we are not responsible for listings, including, but not limited to, any errors or omissions in listings. You should contact the Seller, if you have any questions or concerns about a listing.

Returns and refunds: In certain circumstances, consumers have certain statutory rights to change their minds and cancel their order. All cancellation requests should be sent to the Seller. Otherwise, once placed on the Platform, orders cannot be cancelled, but products shipped will be subject to the Seller's return policy. Buyers should read the Seller's return and refund policy before placing an order.

Livestream Auction Rules: You bid, you buy. It's crucial for the integrity of an auction; when you make a bid on an item, you should be prepared to go through with the purchase. Initiating chargebacks or canceling purchases could potentially result in a ban. No artificially raising prices through bidding: You can only place a bid if you have a genuine intention to acquire the item. Any evidence of attempting to artificially inflate prices through bidding will lead to a permanent ban.

Terms specific to Sellers

Onboarding and Selling: All Sellers must have an existing online store with a supported e-commerce platform such as Shopify. A list of e-commerce platforms that we support will be set out on the Platform. If you do not have an online store with a supported e-commerce platform, please contact support@tilt.app and we will help you create one. Once you register on the Platform, you can then connect your e-commerce store and upload your products to the Platform. You can also choose to hide any products that you do not wish to offer for sale. You can also upload videos to the Platform to promote your products.

Pricing: You are responsible for setting the price of your products.

Order process: When you list a product you are making an offer to Buyers to buy it as described. Whenever a Buyer places an order for any of your products, that forms a binding contract of sale between you and the Buyer. You will receive an order confirmation, and the order will appear in the "Orders" section of your account. Once the order is placed, you must ship the product(s) within [30 days], or any earlier date that you agree with Buyers, directly to the Buyer through a reputable third-party carrier.

Shipping insurance: You will be liable to Buyers where any products do not arrive, or where they arrive damaged, and will need to deal with any claims. Tilt strongly advises Sellers to maintain shipment insurance. It is your responsibility to print, scan, and package the products in a way that prevents damage.

Returns and refunds: You must operate a returns and refund policy that reflects applicable law. For example, in the UK Buyers are entitled to change their minds and cancel the order within 14 days of receipt of goods (although they may vary across product lines and in certain circumstances such as goods made-to-order). You are responsible for ensuring you understand and comply with applicable laws, and that your returns and refund policy is made available to Buyers in accordance with applicable laws.

Product Quality, Compliance and your Warranties: In relation to your use of the Platform, you warrant and represent that:

  • All your product details (e.g. size, material, brand, specification) match the item exactly.
  • Any images of the products are clear, current and accurate.
  • No description or images of, or claims about, the products are misleading or dishonest.
  • The products (including their packaging) comply with all applicable laws and are lawfully able to be sold through the Platform.
  • The products are free of defects in materials, workmanship, and fabrication.
  • The products are not counterfeit, and do not infringe any intellectual property rights or other rights of any person.
  • You have all necessary licences or approvals in order to sell your products on the Platform.
  • You have all necessary rights and licenses to provide us with Your Content, including all images of, and information about, your products and all related content including your promotional videos, and any other materials you provide for publication on the Platform and to allow us to use them in accordance with these terms.
  • Your Content complies with all advertising and other applicable laws.
  • The products do not include Prohibited Products as set out below.

If you are a Seller, you will: (i) regularly maintain sufficient levels of inventory to be able to 3ulfil any and all completed and potential or imminently likely orders; regularly, and well in advance of any such orders, communicate and work with any third party vendors to ensure the resolution of any issues that would cause material delays in fulfilling any such orders; (ii) provide shipping, returns, and customer Platform in connection with all orders, in accordance with customary high standards for the relevant and/or similar products and requirements under applicable law; promptly respond to and resolve any Buyer demands and concerns (including concerns relating to lack of inventory or defective products or Platforms); and (iii) be responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether our Platform is suitable for you in light of applicable laws, rules, and regulations.

Sellers must meet Tilt’s standards that it publishes from time to time (as updated by Tilt). Failure to meet these standards may result in Tilt charging you additional fees, and/or limiting, restricting, suspending, or downgrading your Seller account.

You hereby indemnify us, our affiliates and sub-licensees against any losses, costs, expenses or liabilities arising out of or in connection with any claims brought against us which allege facts which amount to a breach of any of the above warranties.

Prohibited Items: You must not offer for sale, sell or promote any of the following on the Platform (collectively "Prohibited Products"):

  • Alcohol, e.g., beer, wine, hard liquors
  • Animals and animal products, e.g., live animals, products containing real fur, cat traps
  • Counterfeit products,. i.e., fake products that are being sold under the name and trademark of another brand without authorization from the brand owner.
  • Dietary Supplements, e.g., appetite control energy pills
  • Drugs, Drug Paraphernalia, e.g., prescription-only medicines, hemp gummies, smoking apparatus
  • Cosmetics e.g., makeup or similar
  • Financial instruments, e.g., shares, collective investments, NFTs (Non-Fungible Tokens)
  • Gambling & Lottery, e.g., bets, lottery tickets, scratchcards
  • Hazardous or dangerous items, e.g., products recalled by manufacturers, items containing chemicals that may damage the ozone layer.
  • Medical Devices, e.g., products that require a prescription, silicone implants, surgical lasers
  • Offensive Materials, e.g., products that promote, incite or glorify hatred or violence.
  • Weapons, e.g., firearms, including pistols, rifles and shotguns, airguns and airsoft guns, BB and paintball guns, ammunition for firearms, replica/imitation guns, deactivated weapons, explosives, grenades, military weaponry, stun guns, tasers.
  • Regulated products, e.g., CBD oils
  • Other, any other products or items we list on the Platform as being Prohibited Products from time to time

Tilt as Agent: If you are a Seller, by listing your products on the Platform you appoint Tilt as your agent for the purpose of negotiating, forming and concluding binding agreements between you and Buyers in relation to the sale and purchase of your listed products, processing the payment due for each sale of a product (which are set by you), and where relevant, to refund to each Buyer on your behalf any payments due to be returned to the Buyer, as set out in these terms.

Payments made by Buyers for any listed product will be accepted by us or our payment service provider as your agent, and as between you and each Buyer, payment to us or our payment services provider by the Buyer will be treated as a payment to you; accordingly, once payment has been made to us or our payment service provider by the relevant Buyer, the Buyer will be treated for all purposes as having paid you. When a product is returned, to refund the Buyer, you (as Seller) authorize Tilt to request that our payment processor remove the refund amount (in same or other currency) from your payment processor account, place the amount on your invoice, and/or charge your payment method on file.

Termination: You may terminate the agency at any time by de-listing your products from the Platform (by following the instructions shown on-screen at [INSERT LINK]). If you terminate the agency, you will not be able to sell the products on the Platform without re-appointing us as your agent as set out above.

Unless we otherwise permit you in writing to do so, you agree not to use the Platform to facilitate the buying or selling of products or Platforms outside of the Platform, including that you must not share contact information, including email addresses and phone numbers, for the purpose of buying or selling outside of the Platform. Subject to this requirement, you are free to promote and sell the products sold on the Platform through other means, including third party platforms and retail outlets.

We may terminate your access to all or any part of the Tilt Platform or terminate our agreement with you for convenience with 30 days’ prior notice. We may also terminate your access to all or any part of the Platform or terminate our agreement with you at any time on 30 days' notice for: (a) your failure to comply with these terms, or any other guidelines we may issue; (b) your infringement of the intellectual property rights of Tilt or a third party; (c) selling or promoting any Prohibited Products; (d) your failure to comply with the law, including but not limited to any fraudulent activity or misleading advertising; or € your upload of any unlawful content. Termination may result in the forfeiture and destruction of all information, including any content associated with your account. We will provide you with a statement of reasons for such termination. We may undertake such termination with immediate effect if: (a) we are so obliged by a legal or regulatory obligation; (b) we are exercising the right to terminate under an imperative reason under law; or (c) you are in repeated infringement of these terms. We may temporarily restrict or suspend your access to all or any part of the Platform with immediate effect provided that we provide you with a statement of reasons for such restriction or suspension.

If you wish to terminate your account for any reason, you may do so by contacting us through email at support@tilt.app.

Commission: You will pay us our commission as set out below.

Indemnity: You agree to release, indemnify and hold Tilt and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, your connection to the Platform, any dispute or issue between you and a third party (including another user), your violation of these Terms of Platform or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee.

Disclaimer of Warranties: Your use of the Platform is at your sole risk. To the fullest extent permitted by law, the Platform is provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We make no warranty that (i) you will be able to sell or purchase any items through the Platform or that the Platform will otherwise meet your requirements, or (ii) the Platform will be uninterrupted, timely, secure, or error-free.

Liability: In addition to the provisions relating to liability referred to below, to the fullest extent permitted by law, our maximum liability to you under or in relation to these terms (and regardless of whether the liability arises due to breach of contract, negligence or for any other reason), will be limited in aggregate to the greater of: (a) the amount of commission we received in respect of the purchase or sale of your Products via the Platform during the twelve (12) months immediately preceding the date on which the first claim or series of related claims arises; and (b) [£1,000].

Privacy: You must process personal data relating to Buyers in accordance with applicable law. If Tilt provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user’s information to a third party for purposes unrelated to the Platform. Additionally, you may not use user information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

Conditions of Use

Messages

The Platform may allow users to send messages to other users. Tilt may terminate the ability of a user to send messages at any time and for any reason, without any liability to that user. If another user sends you an objectionable message, please notify us by sending an e-mail to support@tilt.app. You agree that Tilt may monitor messages for compliance with these Terms of Platform, and therefore, messages should not be considered confidential or proprietary.

Disputes

Any disputes between Buyers and Sellers will be handled directly between those parties. We may assist in resolving disputes from time to time. Any notice from a Buyer or Seller, as applicable,in respect of any dispute related to the sale of a product on the Tilt Platform may be served by sending it to the email address you used to register for your account on the Tilt Platform.

When a Buyer or Seller issue arises, we may consider the user’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both Buyers and Sellers.

If we are unable to resolve any dispute, claim or controversy by our internal complaints handling system, we may also opt to resolve any such dispute, claim or controversy by mediation. Mediation will be provided by the Centre for Effective Dispute Resolution (CEDR) who will appoint a mediator.

Commission

Registering for the Platform is free, however, Tilt charges certain fees for various transactions through your use of the Platform as set forth in the Fee Schedule. All amounts are quoted in pounds sterling unless otherwise stated.

Buyers may pay for products using payment methods approved by Tilt, and Tilt will receive payment from Buyer on behalf of Seller. By submitting payment information to Tilt you authorize Tilt to store that information and with your confirmation, charge you for any products purchased.

Through the Platform, you may direct Tilt to retrieve certain information maintained online by third-party financial institutions or providers with which you have a customer relationship, maintain accounts or engage in financial transactions (“Account Information”). You agree to provide your username, password, PIN and other log-in information and credentials necessary to access your account with such institutions or providers (“Access Information”), and you hereby grant Tilt permission to use the Access Information and Account Information for the purposes contemplated by these Terms.

By using the Platform, you expressly authorize Tilt to access, store and use your Account Information maintained by identified third parties, on your behalf as your agent. You hereby authorize Tilt to store and use your Access Information to accomplish the foregoing and to configure the Platform so that it is compatible with the third party sites for which you submit Account Information. This may include, without limitation, monitoring your usage (including the location of relevant clicks and links) of such third party sites (when accessed through the Platform) solely to facilitate such compatibility and our contemplated access to your relevant Account Information in connection with the Platform. For purposes of these Terms, you grant Tilt a limited power of attorney, and authorise Tilt to access third party sites using Access Information, and to retrieve, store and use your Account Information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person solely in connection with Tilt’s provision of the Platform. You acknowledge and agree that when Tilt accesses and retrieves account information from third party sites, tilt is acting as your agent, and not as the agent of or on behalf of the third party.

You will be required to provide information regarding your payment instrument to sell or purchase products. You represent and warrant to Tilt that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Tilt or Stripe (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Tilt the amount that is specified for the products you purchase via the Platform in accordance with these Terms. If you dispute any charges you must let Tilt know within sixty (60) days after the date that Tilt charges you, or within such longer period of time as may be required under applicable law.

Notwithstanding any amounts owed to Tilt hereunder, Tilt does not process payment for any products. To facilitate payment for the Platform via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”). These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”). By agreeing to these Terms, users that use the payment functions of the Platform also agree to be bound by the Stripe Agreements for the payment function the user is using, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Platform. Please contact Stripe for more information. Tilt assumes no liability or responsibility for any payments you make through the Platform.

In any jurisdiction where Tilt has an obligation to collect sales taxes on sales you make using the Platform, we may collect such sales taxes from you via the payment method on file or via any other means available to us.

You acknowledge and agree that the foregoing does not imply sponsorship or endorsement by any third party services accessible through the Platform. You represent and warrant that neither the foregoing (or anything else in these Terms) nor your use of the Platform will violate any agreement or terms to which you are subject, including without limitation, those with respect to any third party site or service.

Prices listed on the Tilt platform must be in the Seller’s chosen currency, and Sellers will be paid in the currency of sale.

The Mobile App

The Platform includes certain services that are available via a mobile device, including (i) the ability to upload content to the Platform via a mobile device, (ii) the ability to browse the Platform and the Site from a mobile device, (iii) the ability to track and store location data and (iv) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Platform through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Subject to these Terms, Tilt hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Platform. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms. Each instance of these Terms that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.

The technology and software underlying the Platform or distributed in connection therewith are the property of Tilt, its affiliates, and its licensors (including the Mobile App, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Tilt.

Tilt may offer Software applications that are made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of our Platform, you agree to comply with all applicable terms of any agreement for such third party products and services.

With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:

  • Tilt and you acknowledge that these Terms are concluded between Tilt and you only, and not with Apple Inc. (“Apple”), and that as between Tilt and Apple, Tilt, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
  • You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
  • Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
  • Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
  • Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Tilt’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
  • Tilt and you acknowledge that Tilt, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Tilt and Apple, Tilt, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Tilt as follows: support@tilt.app

Tilt and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.

The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms are between you and Tilt only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Tilt, and not Google, is solely responsible for Tilt’s Google-Sourced Software; € Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Company’s Google-Sourced Software

Intellectual Property Rights

Our rights: The intellectual property rights in and relating to the Tilt Platform, the Tilt name and brands belongs to Retro Labs Limited and its licensors. You must not without specific prior permission in writing use the Tilt name or brand yourself. All goodwill arising in and relating to the Tilt name and brand belongs to Retro Labs Limited. Except where expressly stated to the contrary, all persons (including their names and images), third-party trademarks and images of third-party products and/or locations featured on the Platform are in no way associated, linked or affiliated with Retro Labs Limited. Any trademarks/names featured on the Platform are owned by the respective owners.

The product data available on the Platform (including images, descriptions and specifications) is provided by third parties (including users). Tilt may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings).

Your Content: You represent and warrant that you own all right, title and interest in and to Your Content, including, without limitation, all copyrights and rights of publicity contained therein. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to copy, display, upload, perform, distribute, store, modify and otherwise use your Your Content in connection with the improvement, marketing, development, operation or provision of the Platform, in any form, medium or technology now known or later developed. You acknowledge and agree that Tilt may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Tilt, its users and the public. You understand that the technical processing and transmission of the Platform, including Your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. To the fullest extent permitted under applicable law, you waive your moral rights in Your Content and promise not to assert such rights or any other intellectual property rights you have in the content against us, our sublicensees or our assignees.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to Tilt are non-confidential and Tilt will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You hereby agree to indemnify us, our affiliates and sublicensees against any claim brought by any third party alleging that Your Content or any of your products infringe the intellectual property rights or any other rights of any third party.

Personal Data

We take the privacy of your personal data very seriously. Please refer to the privacy policy which explains how we use and protect your personal data.

Your Content

Our full Acceptable Use Policy sets out all the permitted uses and prohibited uses of this site. You must not upload, store, post, email, transmit, sell or offer for sale or otherwise make available via or in connection with the Tilt Platform any content that violates Acceptable Use Policy.

Reporting Content that Violates our Acceptable Use Policy

If you would like to report any content available on the Tilt Plaftorm that you believe breaches our Acceptable Use Policy, you are encouraged to do so by emailing us at [insert]. We will consider your notification in accordance with our internal policies and. if we agree that the content you have flagged breaches our Acceptable Use Policy, we will promptly take it down.

How we deal with Content that Violates our Acceptable Use Policy

We have the right, but not the obligation, to monitor Your Content to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation or request from a government or regulatory body. Although we have no obligation to monitor, screen, edit or remove any of Your Content, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any of Your Content at any time and for any reason, and you are solely responsible for creating backup copies of and replacing Your Content at your sole cost and expense. We may use automated means of reviewing Your Content, in addition to human review, including [insert].

If you upload or seek to make available any content that violates our Acceptable Use Policy, we may suspend or terminate your account (or any part of it) and/or your access to or use of the Tilt Platform. We may also block you from future access to and use of the Tilt Platform, or take any other action we consider appropriate, such as removing, restricting, limiting access to, or distribution of, Your Content. Any suspected fraudulent, abusive or illegal activity or content may be referred to appropriate law enforcement authorities.

If you disagree with how we have handled your report, or you believe we have not complied with our obligations under applicable law, you can let us know by emailing us at [insert], and we will consider your submission in accordance with our internal policies and procedures. If we remove, take down or restrict any of your Your Content, or suspend or ban you from using the Tilt Platform in breach of these Terms, then you can bring a claim against us for breach of contract.

How can you contact Tilt?

You can get in touch with Tilt through email at support@tilt.app.

Liability

Disclaimers: We will do our best to ensure that the availability of the Platform will uninterrupted and that transmissions will be error-free, but the nature of the internet mean we cannot give any guarantees about availability or accuracy. We may need to suspend or restrict access to the Platform from time to time so we can carry out repairs, maintenance, or make changes to our services.

Exclusions: Nothing in these terms excludes or limits in any way our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which may not lawfully be excluded under applicable law. Subject to that, we will not be liable to any users, whether in contract, tort, (including negligence) or otherwise for any: (a) indirect or consequential loss; (b) loss of profits, revenue or sales, or business losses, in each case whether direct or indirect; or (c) for any loss or corruption of or damage to data of software.

Events outside of our control: To the fullest extent permitted by law, will not be liable to you to the extent that performance of these terms by us is prevented, inhibited or delayed due to any circumstances outside our reasonable control; for these purposes, any coronavirus or other epidemic and the effect of any government regulation or guidance relating to it will be treated as a circumstance outside our reasonable control, even if we knew of it at the time you entered into these terms with us.

Updating these terms

We reserve the right to modify or otherwise change these terms on 15 days' notice (the "Notice Period") by posting the updated terms to the Platform, via e-mail or by another appropriate means of electronic communication. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised terms incorporating such changes, or otherwise notified you of such changes. Unless we say otherwise in our notice, the updated terms will be effective immediately after the expiry of the Notice Period. If you are a Seller and you do not agree to the changes, then you may terminate your agreement with us during the Notice Period, and such termination shall take effect within 15 days from the receipt of the notice. Your continued use of the Platform will indicate your acceptance of the updated terms.

Governing law and jurisdiction

These terms and your use of the Platform shall be governed by English law, and you agree that any dispute regarding your use of the Platform and / or these terms will be dealt with by the English courts.

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