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. “Users” as used in these Terms refers to both Buyers and Sellers.

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 sections 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

To create an account on the Platform (an “Account”), you must be at least 18 years old. By registering, you represent and warrant that you meet this age requirement and satisfy all other eligibility conditions set forth in these Terms. If you are under 18 or do not agree to these Terms in full, you may not create or use an Account.

Users between the ages of 13 and 17 may access and use the Platform only through an Account created by their parent or legal guardian, and solely with that parent’s or guardian’s consent and supervision. In such cases, all Account-related information (“Your Content,” as defined herein) must be provided by and attributed to the parent or legal guardian.

If a minor between the ages of 13 and 17 accesses the Platform through an Account created by their parent or legal guardian, that parent or legal guardian agrees to be fully responsible for all use of the Platform by the minor. This includes, but is not limited to, all activity conducted through the Account, any content posted or submitted, and any violations of these Terms.

The parent or legal guardian further agrees to indemnify, defend, and hold harmless Tilt, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected to the minor’s access to or use of the Platform, including any breach of these Terms by the minor.

Except as otherwise permitted in this Section, you must be at least 18 years old to use the Platform. By accessing or using the Platform, you confirm that you are at least 18 years of age, or—if younger—that you have obtained parental or guardian consent to access and use the Platform in accordance with these Terms.

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.

Our role: The Tilt Platform 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.

Pre-Bids: If a Seller pre-lists an item before a live stream, then Buyers may bid on the item in advance. When the Seller lists the item in a live stream, all pre-bids will immediately be placed as if they were live bids.

Returns and refunds: In certain circumstances, consumers have certain statutory rights to change their minds and cancel their order. Business users shall comply with applicable laws when cancelling 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.

Cascading Bids: If the Buyer of the winning bid of an item does not make payment for the item in accordance with these Terms or as otherwise set forth in the Mobile App (“Delinquent Buyer”), the Buyer with the next highest bid will have the opportunity to purchase the item if (i) the bid is above the reserve price, (ii) the bid is at least 60% of the original winning bid, and (iii) the Buyer is not the Delinquent Buyer.

Terms Specific to Sellers

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 who are consumers 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.

Returns and refunds: You must operate a returns and refund policy that reflects applicable law. For example, in the UK Buyers who are consumers 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 fulfil 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 and returns (whether with your own shipping method or through our in-app shipping service) 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); 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 makes available at https://support.tilt.app/ (“Tilt Standards”). 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.

Permitted Products

Sellers may only list products that fall within the following permitted categories:

• Fashion and Apparel - clothing, shoes, accessories, jewellery, and wearable items

• Beauty and Cosmetics - makeup, skincare, haircare, fragrance, and beauty tools (subject to regulatory compliance)

• Toys and Games - toys, games, puzzles, and play items (subject to safety requirements)

• Collectibles and Memorabilia - collectible items, trading cards, figurines, art prints, and memorabilia

Any products that do not fall within these permitted categories are not allowed on the Platform, regardless of whether they are explicitly listed in the Prohibited Products section below.

Tilt reserves the right to determine, in its sole discretion, whether a product falls within a permitted category. Tilt may add or remove permitted categories at any time by updating these Terms.

Prohibited Products

Even within the permitted categories above, you must not offer for sale, sell, or promote any of the following on the Platform:

• 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,

• Financial instruments, e.g., shares, collective investments, NFTs (Non-Fungible Tokens)

• Smoking apparatus

• 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

For Beauty/Cosmetics Sellers:

• Products must comply with UK Cosmetics Regulation and EU Regulation (EC) No 1223/2009 where applicable

• All products must have a Cosmetic Product Safety Report (CPSR) and Product Information File (PIF)

• Products must display proper ingredient listings (INCI nomenclature), batch codes, and expiry dates

• Sellers must identify a Responsible Person in the UK/EU as required by law

• Products must not contain prohibited or restricted substances

• Proper warnings and usage instructions must be provided

• Hygiene-Sealed Products: For health and hygiene reasons, beauty and cosmetic products that have been opened, used, or had protective seals broken are not eligible for selling

• Cosmetics and beauty products must be packaged to prevent leakage and damage

• Liquid products may have shipping restrictions to certain regions

• Fragile collectibles must be appropriately packaged to prevent damage in transit

• Aerosol products may have carrier restrictions

For Toy Sellers:

• Products must comply with UK Toys (Safety) Regulations 2011 and EU Toy Safety Directive where applicable

• Products must carry appropriate CE or UKCA markings

• Age-appropriate warnings must be clearly displayed

• Products must meet safety testing requirements for mechanical, physical, chemical, flammability, hygiene, and electrical properties

• Choking hazard warnings required for small parts (children under 3)

• Products must not exceed limits for heavy metals, phthalates, and other restricted chemicals

For Coins and Bullion sellers

• For the avoidance of doubt, physical coins and bullion sold as collectibles or physical commodities are permitted, but Tilt does not allow Sellers to offer:

  • Investment advice, nor does Tilt offer investment advice itself

  • Such items to be marketed as financial investments or securities

  • Such items to be used for any activity that constitutes gambling

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. 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 services 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 immediately without notice. We may also terminate your access to all or any part of the Platform or terminate our agreement with you at any time 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 (e) 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. The statements of reasons mentioned in this paragraph will not be provided if they are not required according to applicable law, or if providing them violates any regulation or contradicts an order of any public authority.

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 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.

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, if permitted by applicable law. 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 the currency of the country in which Seller is located unless otherwise stated or required by law.

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.

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 Euros if the Seller is located in the European Union or the Pound Sterling if the Seller is located in the United Kingdom or as otherwise stated by applicable law, 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”). Unless prohibited by applicable law, 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. or its affiliates (“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; (e)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 the 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 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 Platform that you believe breaches our Acceptable Use Policy, you are encouraged to do so by emailing us at support@tilt.app. 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 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 be uninterrupted and that transmissions will be error-free, but the nature of the internet means 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 or 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 or the Tilt Standards (each, an “Updated Terms”) on 30 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 or Buyer 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 at the end 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.

Jurisdiction-Specific Provisions

The terms in this section apply to Users in the indicated jurisdictions. To the extent there is a conflict between these terms and the following jurisdiction-specific provisions, the jurisdiction-specific provisions will prevail to the extent of such conflict with respect to the Users in those jurisdictions.

Residents of the United States of America

1. Arbitration Agreement and Class Action Waiver

• PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND TILT CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND TILT TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

• BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS ARBITRATION AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.

• EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS ARBITRATION AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND TILT, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT TILT AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

• YOU AGREE THAT ANY ARBITRATION UNDER THIS ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

• THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS CONSUMER ARBITRATION RULES, AS AMENDED BY THIS AGREEMENT. THE CONSUMER ARBITRATION RULES ARE AVAILABLE ONLINE AT HTTPS://WWW.ADR.ORG/SITES/DEFAULT/FILES/CONSUMER%20RULES.PDF. THE ARBITRATOR WILL CONDUCT HEARINGS, IF ANY, BY TELECONFERENCE OR VIDEOCONFERENCE, RATHER THAN BY PERSONAL APPEARANCES, UNLESS THE ARBITRATOR DETERMINES UPON REQUEST BY YOU OR BY US THAT AN IN-PERSON HEARING IS APPROPRIATE. ANY IN-PERSON APPEARANCES WILL BE HELD AT A LOCATION WHICH IS REASONABLY CONVENIENT TO BOTH PARTIES WITH DUE CONSIDERATION OF THEIR ABILITY TO TRAVEL AND OTHER PERTINENT CIRCUMSTANCES. IF THE PARTIES ARE UNABLE TO AGREE ON A LOCATION, SUCH DETERMINATION SHOULD BE MADE BY THE AAA OR BY THE ARBITRATOR. THE ARBITRATOR’S DECISION WILL FOLLOW THE TERMS OF THIS ARBITRATION AGREEMENT AND WILL BE FINAL AND BINDING. THE ARBITRATOR WILL HAVE AUTHORITY TO AWARD TEMPORARY, INTERIM OR PERMANENT INJUNCTIVE RELIEF OR RELIEF PROVIDING FOR SPECIFIC PERFORMANCE OF THIS ARBITRATION AGREEMENT, BUT ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE INDIVIDUAL CLAIM BEFORE THE ARBITRATOR. THE AWARD RENDERED BY THE ARBITRATOR MAY BE CONFIRMED AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF. NOTWITHSTANDING ANY OF THE FOREGOING, NOTHING IN THIS ARBITRATION AGREEMENT WILL PRECLUDE YOU FROM BRINGING ISSUES TO THE ATTENTION OF FEDERAL, STATE OR LOCAL AGENCIES AND, IF THE LAW ALLOWS, THEY CAN SEEK RELIEF AGAINST US FOR YOU.

• In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not pre-empted by the Federal Arbitration Act, such provision will be severed and the remainder of this Arbitration Agreement will be given full force and effect.

2. Information or Complaints

• California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Residents of a Member State of the European Union

1. Information to Business Users under Regulation (EU) 1150/2019

“Business Users” are any Sellers that use the Platform to offer goods or services to consumers for purposes relating to their trade, business, craft, or profession. The following sections shall apply to such Business Users

In case of any conflicts between the provisions included in the main body of these Terms and the provisions included in this section “Residents of a Member State of the European Union”, the latter provisions shall prevail.

1. 1 Business User’s Account

In order to promote and sell its products through the Platform, the Business User is required to create an Account. By registering on the Platform and creating the Account, the Seller shall enter in an agreement with Tilt to use the Platform, which is regulated by these Terms. The agreement shall be deemed concluded when the Business User receives the confirmation of the creation of its Account.

Tilt reserves the right to not conclude any agreement with the Business User for just cause or if it has direct or indirect knowledge of facts or events that may give rise to risks that cause it to doubt the reliability of the Business User, as well as of its ability to operate in compliance with the applicable laws and regulations and the Terms. Tilt reserves the right to ask the Business User additional information (such as self declarations, a copy of documentation certifying the possession of the necessary authorizations for the sale of the Business User’s products, including through the Platform; a copy of the identity document of the Business User or its legal representative; etc.) in order to allow the creation of the Account and the use of the Platform. The Business User undertakes to promptly inform Tilt, including through the methods indicated on the Terms, of any changes to their data.

Tilt shall not be liable for any damage caused by the use of Business User’s Account by third parties, with or without the Business User’s authorization and regardless of whether the latter is aware of it. The Business User is also liable for any losses incurred by Tilt or third parties as a result of the use of its account by another person (even if authorized by the Business User itself).

1. 2 Business User’s Obligations and Warranties

In addition to all requirements applicable to Business User’s products under the main body of these Terms, Business User guarantees the lawful origin of the products and, in the case of used or third-party products, that it has received the products from parties authorized to sell, distribute, or market them. Tilt is in no way responsible for the authenticity and accuracy of the information provided by the Business User regarding the products. The Business User declares and accepts that it is solely and exclusively responsible for the information provided regarding each Product, including its availability, as well as for managing customer relationships.

The Business User guarantees that products are offered on the Platform under the same conditions, quality, and prices as those offered on other sales channels, whether physical or online, by the Business User itself or by its authorized third-parties.

1. 3 Business Users and Content Positioning

Positioning of listings, Business Users and Business Users’ Account in the Platform is mainly sorted according to the following parameters:

• behavioural signals, including views, clicks, purchases, chats, and visits across products, Sellers, and livestream rooms;

• performance indicators, such as order completion rates, refund counts, and overall Seller reliability;

• engagement and popularity metrics, including trending products, viral streams, or rooms with high bid activity;

• user proximity and personalization, including geographic location and prior shopping preferences;

• content quality, including availability of product images, descriptions, and tagging;

• recency, to ensure newer or active listings are surfaced appropriately;

• quality of the listing (e.g., available images, descriptions, etc.);

• date of the listing;

• products most searched for by Buyers on the Platform.

The weighting of the above parameters is generally carried out in descending order of importance (i.e., from top to bottom). However, this may vary depending on the search criteria used by users. In addition to the factors mentioned above, listings are grouped in random order so as to not favour one Seller over another and to ensure that the positioning is as fair as possible and non-discriminatory. The display order is updated automatically.

Tilt may allow paid placement in certain cases, which may influence ranking, and may group or rotate listings randomly within segments to ensure fairness and avoid systemic bias toward individual Sellers.

Ranking factors and their weightings are regularly evaluated and may evolve over time to improve the platform experience. The most current set of ranking factors is published here in the Terms.

1. 4 Limitation of Access

In addition to the provisions set forth in the main body of these Terms, any suspension or restriction of access to the Platform or the services available therein will be communicated to the Business User by email in advance or, at the latest, at the time the suspension or restriction takes effect. In any case, Tilt will inform the Business User of the reasons for such suspension or restriction.

Tilt may suspend or restrict the Business User Account, upon prior notice, in the following cases: (i) in the event of repeated violations of the Acceptable Use Policy, or (ii) failure to comply, in whole or in part, with the obligations assumed by the Business User under these Terms.

In the above cases, Tilt shall notify the Business User to remedy the breach within 7 calendar days of receipt of such notice. Failing this, Tilt shall inform the Business User that it will suspend the Business User Account within the following 7 calendar days.

Tilt may also suspend or restrict the Business User Account, without any prior notice, in the following cases:

• violation of applicable laws or regulations;

• fraud or other conduct detrimental to Buyers;

• disputes by Users or third parties regarding the information provided by the Business User through the Platform or in the event of any disputes regarding the authenticity of the product or its marketing on the Platform. Whether it is ascertained that the Business User has provided false or misleading information, or that the Business User has not obtained all the necessary authorizations to market the product, the listing may also be permanently removed from the Platform and Tilt will be free to cancel the Business User Account;

• tampering or unauthorized interventions on the Platform, carried out by the Business User or by unauthorized third parties.

Where Tilt decides to terminate the provision of the whole of its services to a given Business User, it will provide the Business User concerned, at least 30 days prior to the termination taking effect, with a statement of reasons for that decision on a durable medium. This notice period will not apply where Tilt (a) is subject to a legal or regulatory obligation which requires it to terminate the provision of the whole of its services to a given Business User in a manner which does not allow it to respect that notice period; or (b) exercises a right of termination under an imperative reason pursuant to Spanish law which is in compliance with Union law; or (c) can demonstrate that the Business User concerned has repeatedly infringed the Terms, resulting in the termination of the provision of the whole services. In these cases, Tilt will provide the Business User concerned, without undue delay, with a statement of reasons for that decision on a durable medium.

Tilt will not provide a statement of reasons where it is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds.

In the case of restriction, suspension or termination, Tilt will give the Business User the opportunity to clarify the facts and circumstances in the framework of an internal complaint-handling process. Business Users must send those facts or circumstances by e-mail to support@tilt.app.

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. The proposed mediators are the following:

• Centre for Effective Dispute Resolution (CEDR) (https://www.cedr.com/).

Tilt will bear a reasonable proportion of the total costs of mediation in each individual case. A reasonable proportion of those total costs shall be determined, on the basis of a suggestion by the mediator, by taking into account all relevant elements of the case at hand, in particular the relative merits of the claims of the parties to the dispute, the conduct of the parties, as well as the size and financial strength of the parties relative to one another. Any attempt to reach an agreement through mediation on the settlement of a dispute in accordance with this paragraph shall not affect Tilt’s or the Business User’s rights to initiate judicial proceedings at any time before, during or after the mediation process.

In all the above cases, Tilt reserves all and any actions, powers, or rights provided for by the applicable laws.

In the circumstances referred to above, access to the Business User Account may be restricted, in whole or in part, and one or more listings may no longer be viewable by Buyers. During the period of suspension or restriction, the Business User shall still be required to pay any fees provided for under these Terms.

The decision to suspend or limit the services offered to the Business User shall not affect the rights or remedies available to Tilt against the Business User. Once the cause for suspension/limitation has ceased to exist, the lawfulness of the Business User's conduct has been ascertained, or in the event that the latter remedies the irregularity/critical issue at hand, Tilt shall reactivate the Business User’s Account and the related features without any undue delay. No compensation or indemnity shall be due from Tilt to the Business User.

1. 5 Access to Data

With reference to Access Information and the other data that Tilt may collect through the Platform, it is specified that Tilt will also have access to: (a) personal and technical data necessary to manage the Platform (e.g., name, surname, billing and delivery address, and contact details of Users, navigation data, etc.); (b) the history of sales made through the Platform by Users; (c) in aggregate form, orders processed and sales and revenues generated through the Platform by Users. Such data may be disclosed to parties that provide Platform maintenance services on behalf of Tilt; professional firms or associations appointed to defend and/or protect Tilt, including in pre-litigation or in proceedings of any kind; entities, persons or Authorities to whom it is mandatory to disclose data pursuant to legal provisions or orders from the Authorities. In the event of deletion of the Business User’s Account from the Platform for any reason, the Business User shall only have access to the sales data generated by the Business User through the Platform during the term of its permanence on the Platform. To this end, the Business User shall request such data through the contact channels indicated in the Terms.

1. 6 Additional Products and Services

Tilt does not offer to Buyers, either directly or through third parties, any ancillary products or services or financial products via the Platform.

1. 7 Other Distribution Channels and Affiliate Programs

Tilt does not market the products offered by Business Users on distribution channels additional to the Platform or through potential affiliate programs. However, based on specific and separate partnership agreements with the Business Users, the products offered by the Business Users may be made available on other platforms (including, but not limited to, social media platforms such as TikTok, etc.), in the context of marketing campaigns carried out by Tilt for the benefit of the Business Users.

1. 8 Updates and Amendments

Without prejudice to the “Updating these terms” section in the main body osf these Terms, it is agreed that Tilt shall communicate any change of these Terms to Business Users at least via e-mail. Parties further agree that: (a) in the event of substantial changes to these Terms due to significant technical or commercial adjustments of the Platform or of the services provided by Tilt, the Notice Period shall be extended from 15 to 30 calendar days; and (b) the Notice Period shall not apply in the event that Tilt is required to comply with a legal or regulatory obligation that requires it to amend the Terms in a manner that does not allow it to comply with the Notice Period, and/or Tilt must exceptionally amend the Terms to address an unforeseen or imminent danger to the security (including IT security) of the Platform or the Users from fraud, malware, spam or data breaches.

1. 9 Commission

The section entitled “Commission” in the general part of these Terms is amended as follows:

The following paragraph is amended:

Original: 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.

Amendment: Notwithstanding any amounts owed to Tilt hereunder, Tilt does not process payment for any products. The payment processing services are provided by Stripe Payments Europe, Ltd, with registered office at 1 Grand Canal Street Lower, Dublin (Ireland) (“Stripe“) and are subject to the Stripe terms and conditions. Stripe manages the payment services through Stripe Technology Europe, Limited, an electronic money institution authorized and regulated by the Central Bank of Ireland with domicile at 1 Grand Canal Street Lower, Dublin (Ireland) and with identification number C187865. Users must register as a user with Stripe and accept their terms and conditions, privacy policy, and other relevant legal texts as required by Stripe (collectively, the “Stripe Agreements”). By accessing and making any purchase transaction through the Platform you confirm that you have carefully read, understood and agree to the Stripe Agreements. Please contact Stripe for more information. Tilt assumes no liability or responsibility for any payments you make through Stripe.

Residents of Italy

Tilt does not own the goods offered for sale or sold through the Platform, and it is in no way involved in the sale between Sellers and Buyers. Through the Platform, sales contracts are concluded directly between Buyers and Sellers. Tilt’s role is described in the section “Our role” in the main body of these Terms. Although Tilt may promote the products offered by the Business Users on other platforms (including, but not limited to, social media such as TikTok, etc.) to carry out marketing campaigns by virtue of specific and separate agreements with such Business Users, it remains understood that Tilt does not in any way organize, manage or otherwise arrange any “auction” on the goods offered through the Platform.

1. Information to be Provided to Buyers

   Sellers are required to provide Buyers all information provided for in applicable laws.

   In addition to the information to be made available by each Seller to Buyers according to the main body of these Terms, Sellers are required to provide Buyers all information and pre-contractual information provided under applicable consumer law, including but not limited: (i) name/company name, geographical address, and contact details (telephone, email) of the Seller; (ii) essential information about the product or service offered; (iii) total price of products (which must include all taxes - including VAT - and any additional costs, such as shipping, delivery, ancillary services), (iv) delivery terms; (v) existence, conditions, terms, and procedures for exercising the right of withdrawal (that can be exercised by consumers within 14 days) and the withdrawal form; and (vi) terms and conditions of the legal guarantee of conformity.

   Sellers are also required to warrant to Buyers the conformity of products offered through the Platform and to ensure the proper fulfilment of Buyers’ rights under applicable consumer laws (including, but not limited to, repair/replacement of products covered by legal guarantee of conformity; withdrawal right; compliance with specific delivery terms; etc.), also with respect to unfair commercial practices regulation.

2. Governing Law and Jurisdiction

   Without prejudice to the “Governing law and jurisdiction” section provided for in the main body of these Terms, if the User is a consumer under applicable law and a dispute arises with Tilt with respect the validity, interpretation or termination of these Terms, the User may refer the dispute to an Alternative Dispute Resolution (“ADR”) body, in accordance with the conditions set out in the regulations prepared by such body pursuant to Articles 141 et seq. of Italian consumer code (Legislative Decree no. 206/2005).

   Notwithstanding the above, for consumer Users, any dispute will be dealt with the court of the place where the User has its residence or domicile. Otherwise, the English courts will have exclusive jurisdiction.

Residents of Spain

1. Governing Law and Dispute Resolution

   If in your relationship with Tilt you act as a consumer subject to Spanish law, these terms and your use of the Platform are governed by Spanish law and must be interpreted according to it.

   In the event of any discrepancy or dispute with Tilt, consumers are informed of the existence of alternative means of dispute resolution (see the European Platform for Online Dispute Resolution in this link and the list of consumer dispute resolution bodies of the European Commission by country at the following link). However, note that Tilt is not a member of any alternative consumer dispute resolution entity and has not accepted any rule or code of conduct to submit itself to those alternative dispute resolution procedures.

   Consumers can bring action against Tilt before the courts of Tilt’s domicile or before the courts of their own domicile.

2. Prohibited Products

   In addition to the Prohibited Products mentioned in the general part of these Terms, any other product which sale online is prohibited by Spanish law, such as tobacco and tobacco products, will be considered a Prohibited Product for the purposes of the Spanish market.