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 apply to the Tilt app or website: http://tilt.app/ (together the "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 using the Platform, you are agreeing to be bound by these terms.

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.

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.

Eligibility and setting up an Account

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. 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.

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, 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.

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 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 (together "Your Content") 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.

You hereby indemnify us, our affiliates and sub-licensees against any claims brought against 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.

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.

We may terminate your access to all or any part of the Platform at any time on 30 days' notice, for any reason, which may result in the forfeiture and destruction of all information, including any content associated with your account, provided that we 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.

We may terminate, restrict or suspend your access to all or any part of the Platform for any reason, including but not limited to: (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 (e) your upload of any unlawful content.

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

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

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.

Returns and refunds: 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.

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.

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

We charge Sellers commission fees on each order for the use of the Platform. We will, as the Seller's agent, receive the price paid by a Buyer and retain our commission. Our commission is 8% + 1.5% payment processing fee. We will then pay the Seller the remainder of the price received from the Buyer (including all duties, taxes, shipping and handling charges), directly into the Seller's nominated bank account (as provided when the product was listed for sale). We will make payment to the Seller within seven days of receiving payment from the Buyer. All fees are collected, processed, and paid out via our third-party payment provider, currently Stripe;.

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

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.

Your Content: You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to use Your Content (including, without limitation, creating and using derivative works) for the purposes of operating the Platform in any media known now or developed in the future for these purposes. We may use Your Content, including any photographs of products you upload to the Platform, for general marketing and promotional purposes. 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 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.

Acceptable Use

Our full Acceptable Use Policy sets out all the permitted uses and prohibited uses of this site.

How can you contact Tilt?

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

Liability

Our role: As stated above 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 .

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 indirect or consequential loss or economic loss suffered. Where users are business users, we will not be liable for any loss of profits, revenue or sales, and where users are consumers, we will not be liable for any business losses.

Maximum liability: Subject to the statements above, 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 [£1,000] (or where you are a Seller to the amount of commission we received in respect of the purchase or sale of your Products in last 12 months if greater).

Events outside of our control: We 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.. 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[, except that if you are a consumer you may bring an action against us in any EU country in which you live].