PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

These terms of service (the “Terms of Service”) are a legal agreement between (you, seller, Vendor) and Tingz Group Inc. (Tingz, we, us, or our). These Terms of Service specify the terms under which you may access and use our website located at www.tingz.co (the Site) and e-commerce application (Tingz App) (together the Services).

Your use of the Service and/or your registration with us constitutes your agreement to these Terms of Service. These Terms of Service are subject to change at any time, without prior notice. Any changes that are made to these Terms of Service will not apply retroactively and will not apply to disputes or events occurring before the change is published. You are responsible for reviewing these Terms of Service on a regular basis. These Terms of Service apply to all visitors and all who access our Site or Services.

This Agreement also includes information as to your responsibilities, how you, and Tingz may change or end the Agreement, what to do if there is a problem and important information about insurance, liability and legal rights.

We respect the privacy and security of our users. You understand that by using our Services, you give consent to the collection, use and disclosure of our personally identifiable information as well as any non-personally identifiable information, as described in more detail in our Privacy Policy.

PART 1
ROLES AND RESPONSIBILITIES, FEES AND PAYMENT

This part describes each party’s role and responsibilities under this Agreement. This includes your obligations in relation to the price and quality of Items.

This part also sets out how the fees and charges are calculated, including the fees payable to Tingz, the amount that you receive and the circumstances where you are responsible for the cost of refunds provided to your customers.

1.1 General description

1. The Services provide a platform where sellers (“Creators”, “Sellers”, and “Vendors”) can create, share, and sell their products (“Items”) to their fans, followers, and consumers (“Buyers”). These Buyers use our Services to buy goods from their favorite content creators, social media bloggers and influencers (“Creators”). Buyers can purchase physical and digital items from creators through a simple and highly secure platform. Buyers can view available items for purchase by finding Tingz links that creators share in their social media channels with their fans or followers. If you are a registered App user, the items will be shoppable and available for purchase. As a registered user of the App, you can also find, share, and engage with content from creators and influencers. Users can buy items directly through the Tingz platform. Our Services create technological and commercial relationships between third-party retailers, advertisers and other businesses, individuals and entities with websites, blogs, social media presence, agents or agencies, digital publishers and other content platforms (“Creators”) and consumers (“You”, “Your”, “Buyers”, and “Users”). Our Services create a convenient e-commerce experience for You, while facilitating the sales and marketing of Creator products and services (collectively, “Items” and “Products”) and the payment of commission or service fees to Creators and Tingz.

2. Our Services have several types of users:

   1. Visitors. Visitors to our Site, as the term implies, are people who do not register for an account, but want to explore the Site for informational purposes. No login is required for visitors to the Site. Visitors can access all publicly-available content and features of the Site, and can contact us using the contact link on the Site.
   2. Registered Users and Accounts. In order to become a Vendor and/or a Buyer, you must establish an account with us. Tingz is under no obligation to accept any individual or entity as an account holder, and may accept or reject any registration in our sole and complete discretion. Vendors and Buyers may sometimes be collectively referred to as “Users” in these Terms of Service.
3. To create an account, you or your authorized representative will be prompted to create a password and user name (“Tingz User ID”) and perhaps provide certain additional information that will assist in authenticating your identity when you log-in in the future (collectively “Login Credentials”).
4. You may not transfer your account to anyone else without our prior written permission. When creating your account, you must provide true, accurate, current, and complete information about yourself. Each Tingz User ID and corresponding password can be used by only one individual.
5. You are responsible for maintaining the confidentiality of your account Login Credentials. You are fully responsible for all activities that are associated with your account (including but not limited to any Purchases (defined below), use of the Services, or communications from your account to Tingz.
6. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your account or any other breach of security.

1.2 Restrictions

1. The Services are available only to individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 13, you may use the Services only with the consent of your parent or guardian.
2. We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, including by closing or disconnecting your account, without notice and without reason.

1.3 Promotional activities

1. As part of the Tingz Services, Tingz and its Affiliates may display the availability of your Items on the Tingz App. Tingz and its Affiliates may also promote your Items in various ways, such as on Tingz and its Affiliates’ social media channels, websites, online and print advertisements and blogs.

2. You understand that:

   1. Tingz is not obliged to display your Shows or Items on the Tingz App at all times;
   2. Tingz is not obliged to promote your Items; and
   3. Tingz may remove Items from the App in the circumstances described in this Agreement.
3. Tingz may authorise you to use automated tools that allow you to feature Promotions to your customers through the Tingz App. You are the only person responsible for fulfilling and, subject to technical and functional limitations of the automated tools, defining the Promotions offered by you to your customers. Tingz may deduct the costs of the Promotions from your Payment.

1.4 Reporting

As part of the Tingz Services, Tingz will provide the following information to you:

1. aggregate information regarding the number of Items and revenue (if applicable) sold by you to your customers via the Tingz App;
2. for Items, information regarding the Commission and Fees paid by you to Tingz;
3. information regarding any refunds given to your customers where the cost of such refunds were wholly or partially deducted from payments owed to you in the reporting period, including the date of the transaction, the Item ordered and the reason for the refund.

1. You acknowledge and agree that any materials provided to you by Tingz in connection with the Tingz App and/or Services are Tingz’s Confidential and Proprietary Information. These materials may include information on category, hashtags, and case studies.
2. You acknowledge and agree that Tingz will use various tools from time to time to manage the App with a view to ensuring the efficient operation of the App for all participants. You acknowledge and agree that Tingz does not make any guarantee in relation to the number of Items you will sell via the Tingz App or the number, or geographic location, of users of the Tingz App that will see you or your Items on the Tingz App.

1. The Services allow Users to post, upload, share content such as videos, photos, images, text, graphics, and other materials (collectively, “User Content”). Even if you are not a Vendor, as a Buyer you may have the opportunity to post User Content such as comments, product reviews, or other materials.
2. You expressly acknowledge and agree that once you submit your User Content for inclusion into the Services, there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available.
3. You, and not Tingz, are entirely responsible for all your user content that you upload, post, livestream, e-mail, or otherwise transmit via the Services.
4. Tingz is not obligated to publish any User Content on our Services, and we reserve the right to remove any User Content at any time in our sole discretion, with or without notice.
5. You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual, irrevocable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised, subject to certain limitations related to Vendor Marks (as defined), as set forth below.
6. To the extent any Vendors’ name, trademarks, trade names, service marks, and/or logos (“Vendor Marks”) are published or displayed on the Services as part of its User Content (including, but not limited to, in connection with the sale of its products), the Vendor hereby grants Tingz and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to copy, transmit, format, distribute, publicly display, publicly perform, and otherwise use such Vendor Marks solely in connection with our provision of the Services and operation of the Site. Vendors represent and warrant that the Vendor Marks are owned by the Vendor or that the Vendor has all rights necessary to grant us the foregoing license, and that the Vendor Marks, and their use by Tingz as permitted herein, do not and will not infringe or misappropriate the intellectual property rights of any third party.

7. If you submit User Content to us, each such submission constitutes a representation and warranty to Tingz that;

   1. you have received all necessary releases and consent from all individuals that appear in the User Content, and
   2. such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that the User Content and its use by Tingz and our content partners as permitted by this Agreement does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights, moral rights, or rights of privacy or publicity of any person, or contain any libelous, defamatory, or obscene material or content that violates the Agreement.

   You agree to defend, indemnify, and hold us, our affiliates, and our and their respective owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of the representations and warranties in this paragraph.

1. As a Vendor, you understand that Tingz wishes to obtain the right to record and use your name, image, picture, photograph, biography, likeness, voice, performance, and/or other personal identification provided by you to Tingz, whether as part of your contributed user content or otherwise (collectively, the “Material”), on videotape, film, or any other audio and/or visual medium for use in connection with promoting Tingz, Tingz App, and Vendor (“promotion”).
2. As such, Vendor grants Tingz and our subsidiaries, affiliates, agents, nominees, licensees, successors and assigns, and those acting with our authority (“Affiliates”), the unrestricted, absolute, perpetual, worldwide right to record, reproduce, copy, edit, add to, subtract from, modify, use, reuse, display, perform, exhibit, distribute, transmit, exploit, and/or broadcast the material, without limitation, in and in connection with the promotion in any manner, in whole or in part, alone or in combination with any other images or videos, in any media now known or hereafter devised. Such use may also include advertising and promotion in any manner or media in connection with the promotion.
3. Vendor agrees that Tingz has no obligation to use any of the material, or to exercise any right granted herein, and that Vendor may not enjoin any exploitation of the promotion as provided above. If Tingz uses material for promotion, Vendor acknowledges that its right to access and use Tingz App and the Services as granted in this agreement shall be the sole compensation and consideration. Vendor shall not be entitled to any additional compensation hereunder, including, but not limited to, in the event Tingz commercializes the material or the promotion.
4. Vendor hereby unconditionally and forever releases, indemnifies, and holds harmless Tingz and our Affiliates from any and all liability, claims, or actions that arise from use of the material, or that Vendor or Vendor’s heirs, executors, administrators, or assigns may have or claim to have in connection with use of the material as described herein, and Vendor agrees not to sue or bring any proceeding against any of those parties for any claim or cause of action, whether presently known or unknown, including, but not limited to actions for defamation, invasion of Vendor’s rights to privacy, publicity or personality or any similar matter, or based upon or relating to the exercise of any of the rights referred to herein.

5.1 Order Acceptance

1. Buyers may place orders for Vendors’ products through the Tingz App (each, a “Purchase”). The receipt of an order number or an email order confirmation does not constitute Tingz’s or any Vendor’s acceptance of an order or a confirmation of an offer to sell. Vendors and Tingz reserve the right to refuse service to any Buyer or cancel an order for any reason.
2. Verification of information may be required prior to the acceptance of an order.
3. Prices and availability of products are subject to change without notice.
4. Buyers agree that by placing an order through Tingz App, you are entering into a binding contract and agree to pay all charges that may be incurred by you or on your behalf through Tingz App, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Purchases. Your total price will include the price of the product(s) plus any applicable sales tax; such state and local sales tax is based on the shipping address and the sales tax rate in effect at the time you Purchase the product(s). Such taxes will be imposed only in states where the goods sold over the internet are taxable. In addition to sales tax, additional fees such as shipping or service may be added to the total price.
5. All sales are final and we do not accept returns or provide refunds. The exception is for defective Item or mis-shipment of an incorrect Item which can be returned for refund.

5.2 Shipping - Risk of Loss

1. Tingz uses reliable third-party carriers to deliver products to Buyers. Buyers are responsible for the cost of all shipping. Tingz is not liable for any damages (including, without limitation, any incidental or consequential damages) arising from a Vendor’s failure to assist in the preparation or delivery of the items Purchased through Tingz App.
2. Title and risk of loss to the products will pass to Buyer upon delivery by Vendor to the shipping carrier.

5.3 Errors

1. All descriptions, images, references, features, content, specifications, and prices of products described or depicted on the Services are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. From time to time, there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, product prices, promotions, offers, and availability. Tingz and Vendor each reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders, if any information on the Services is inaccurate at any time without prior notice, even after Buyer has received an order confirmation or shipping notification.
2. The inclusion of any products on the Services does not imply or warrant that these products will be available. Vendors reserve the right to revise their product offerings and/or discontinue products at any time without notice. Vendors and Tingz also reserve the right to limit quantities purchased, and to revise, suspend, or terminate an event or promotion at any time without notice (including after an order has been submitted or acknowledged).

5.4 Payment

1. Where applicable, Buyers shall pay all purchase prices, taxes, shipping and handling, and other fees in connection with products purchased in the manner specified on or selected through Tingz App.
2. Payment is due immediately upon making a Purchase.
3. By making a Purchase, Buyer is agreeing to pay Tingz, through our payment processor, Stripe (“Payment Processor”), all charges at the prices then in effect for such Purchase in accordance with the applicable payment terms provided by Vendor. If Buyer has a card or other payment method on file with its account on Tingz App, by placing an order Buyer may be authorizing us, through Payment Processor, to charge such account for the Purchase amount.
4. By using the Services to make Purchases, you agree to Stripe Connected Account Agreement available at https://stripe.com/connect-account/legal.

5.5 Buyer Participation

1. Tingz reserves the right, in our sole and absolute discretion, to deny a Buyer access to the Tingz App from viewing, purchasing and sharing.
2. Tingz and the Vendor at any time can block a Buyer which will delete all of Buyer’s comments and mute Buyer’s participation in a show. A Buyer will still be able to view the show.

6.1 Approved Items

1. You are only allowed to offer an Item for sale via the Tingz App if that Item, or category of Items, is approved by Tingz.
2. Inappropriate Items include people, animals of any size, illegal items, tobacco, alcohol (unless otherwise agreed in writing with Tingz), endangered species, controlled substances (including CBD), dangerous items (such as weapons, explosives or flammables), stolen goods, products that require restrictions/age limits or any Items that you do not have permission to sell or ship.
3. Tingz may remove Items from the Tingz App if the Item is not an approved item or part of an approved category of Items, is an Inappropriate Item or if Tingz discovers an Item has been approved in error.

6.2 Quantity, type and price of Items

1. You are responsible for determining the quantity and type of Items you make available via the Tingz App.
2. Tingz may provide information to you regarding predicted customer demand. You are not required to act on this information and Tingz does not make any representation that the predicted customer demand will be met. It is your responsibility to assess the predicted customer demand and determine the quantity and type of Items you wish to make available via the Tingz App.
3. You are responsible for setting the retail price (Retail Price) for each Item that you make available via the Tingz App.

6.3 Quality of Items

1. You are responsible for ensuring that Items are appropriate for sale via the Tingz App. This includes ensuring that your:

   1. Delivery Items are packaged appropriately for pick-up and delivery (including any additional protection necessary based on the nature of the Item); and
   2. Items meet all requirements under Law and this Agreement.

2. Without limiting section 6.3(a), you agree that you are solely responsible for:

   1. determining the criteria that apply to your Items, such as any quality, portion, size, materials and other criteria that apply to your Items;
   2. ensuring that your Items meet those criteria when those Items are made available via the Tingz App; and
   3. ensuring that the description of your Items, and any photographs of your Items that you make available on the Tingz App are (and continue to be) accurate and not misleading.
3. Tingz may remove Items from the Tingz App if Tingz, acting reasonably, determines that: (A) the description of the Items, or any photographs of the Items, that you make available on the Tingz App are inaccurate or misleading; or (B) the Items contain or may contain Inappropriate Items under 6.1(b).
4. Vendor hereby represents and warrants to Tingz and to Buyers that products sold or offered through our Services (i) are and shall be manufactured, packaged, and labeled in accordance with all applicable federal, state, local, and international laws, rules, and regulations, (ii) are not and will not be adulterated or misbranded, and (iii) shall be free from defects in materials, workmanship, and fabrication. Tingz does not make any representations or warranties regarding the products. Vendor further represents and warrants that it will at all times comply with this Agreement and all applicable laws, rules, and regulations.

6.4 Vendor User Content

1. Vendor represents and warrants to Tingz that any claims about products made by Vendor or contained in Vendor’s User Content have been substantiated and comply with all applicable laws, rules, and regulations including FTC guidelines and other consumer protection laws and regulations.

6.5 Orders - Shipping

1. Orders are placed by Buyers with Tingz. Tingz shall receive the order information and the Buyer’s shipping information. Tingz shall deliver packaging kits to the Vendor upon the confirmation of their sale. When the Vendor receives a purchase, Tingz will send a packaging kit to the Vendor and coordinate a pickup as soon as the item is packaged by the Vendor. The items will be picked up by Tingz representatives or an authorized 3rd party carrier.
2. Vendor shall make all items available for pickup within 3 days of receiving the packaging kit.
3. Prior to arranging a pickup for the item, Tingz will require the Vendor to submit a personalized video selfie verifying the ownership of the item through Tingz App.
4. Other than the limited information necessary to see purchase details, all Buyer information shall be held exclusively by Tingz, in accordance with our Privacy Policy, and Vendor shall not have the ability to communicate with Buyers without going through Tingz. Vendor may contact Tingz for any questions about the order, and Tingz will communicate with the Buyer to provide answers to Vendor if necessary.
5. It is Vendor’s responsibility to read the packaging instructions and properly prepare the item for pickup. If a package gets lost prior to pick-up or a claim needs to be filed, it is the Vendor’s responsibility.

6.6 Returns and Refunds

1. All sales are final and we do not accept returns or provide refunds. The exception is for defective Item or mis-shipment of incorrect Item which can be returned for refund.
2. Any returns, exchanges or refunds for defective Item or mis-shipment shall be at Vendor’s discretion. Vendor is required to cover any costs of return or ask Buyer to cover the costs of return. Tingz shall not be responsible for any such costs. Tingz will facilitate customer service.
3. Tingz will apply refunds to Buyers on your behalf. In circumstances where you may be responsible for the costs of refunds for Items to your customers, you agree that if Tingz, acting reasonably, determines that you are responsible for the cost of a refund, you will be responsible for the costs of the refunded Item (or partial costs if only part of the Item was refunded). Tingz may deduct these costs from the payment owed to you under this Agreement. If you believe that Tingz has deducted the cost of any refund from you in error, you may dispute the deduction by contacting{' '} [email protected] and reporting your issue. If you dispute a deduction, Tingz will consider the dispute reasonably, taking into account any information provided by you about the circumstances related to the refund. You will not be held responsible for the cost of the relevant refund if Tingz believes, acting reasonably, that you are not at fault.

6.7 No Circumvention

1. All Tingz orders are passed through Tingz, and Tingz disseminates to Users only the necessary information for Users to purchase, ship, and receive products, and no additional information about any other Users. Neither Vendors nor Buyers may circumvent the Services to transact directly with one another, and we may suspend accounts that we suspect, in our sole discretion, are intentionally circumventing the Services.

6.8 Performance Standards

1. Tingz cares deeply about customer satisfaction. Accordingly, we reserve the right to track and measure Vendors’ use of the Services and performance in accordance with this Agreement. We reserve the right to track order fulfillment, Buyer complaints, shipping times, cancellation/request for return rates and chargebacks, backorder issues, and related logistics and performance issues. These metrics help us determine whether a Vendor is meeting our and our Buyers’ expectations. If we determine, in our sole discretion, that Vendor is not meeting our performance standards, is in violation of this Agreement, or for other reasons, we reserve the right to suspend or remove your account with the Services.

6.9 Vendor Conduct

1. Tingz aims to be a safe and productive community for Buyers and Vendors to interact, sell and shop in an inclusive, fun and safe way. We want our Vendors to be able to express themselves, sell their Items, and interact in the community on Tingz in a way that allows Vendors and the wider community to thrive.
2. Tingz takes the safety and trustworthiness of our community and its members seriously and any attempt to violate or harm other community members including other sellers, or their content is not allowed. Tingz reserves the right to suspend or terminate any account, as well as pause and remove any User Content that we deem to negatively impact the community, including our Buyers and other Vendors, whether or not the behavior has been explicitly prohibited.

3. Your conduct and any content you share on Tingz should not:

   • Break any laws including all applicable local, national and international laws. This applies to participating in other platforms, your own sales, any product listings and any other activity on Tingz
   • Contain nudity, or depict pornography and/or sexual acts.
   • Be meant to deceive, intentionally mislead or intentionally mimic or harm a person or brand, or a product.
   • Give endorsements or refer to specific artists, persons of interest or celebrities in any manner, unless you have received an official endorsement from such persons.
   • Send customers intentionally away from Tingz for any commerce related purpose. For example, do not direct Tingz viewers to visit your website or another platform to buy products at lower prices.
   • Infringe on another seller’s intellectual property (IP). Unless you have obtained permission from all relevant parties, do not play music or include images, artwork or other audiovisual works in your livestreams. The content, brand, and work of other sellers on Tingz is their IP and should not be used without their permission.
   • Be emotionally exploitative, controversial, shocking or likely to cause your viewers or other sellers distress.
   • Be insensitive to others in the Tingz community. For example, do not use phrases that are discriminatory, sexist, or racist.
   • Bully, threaten, or intentionally damage another member of the community.
   • Be obscene, defamatory, libelous, abusive, harassing, invasive or otherwise illicit.
   • Endanger your personal safety and well being or the safety and well being of others.
   • Depict violent or graphic imagery, or encourage, promote or evoke violent acts.
   • Do not demonstrate, or encourage antisocial or nuisance behaviors.
   • Make claims about products either expressed or implied that are not supported (saying a product is brand new when it is really used). You can always provide your personal opinion but any claim that could be taken as facts should be substantiated.
   • All claims that relate to your product characteristics (performance, product specs like item dimensions, weight, etc. and condition) must be accurate.

7.1 Payment for Items

1. Our Payment Processor collects payments from Buyers and passes the amounts through to Tingz, subject to a processing period.
2. After Tingz receives payment from the Payment Processor for the Purchase, Tingz in turn shall pass these amounts to Creator upon the successful pick up of the item, less a commission due to Tingz outlined in 7.2 (a).
3. By signing up for the Tingz App and designating a Payment Account, Creator hereby agrees to Tingz making deposits into Creator’s Payment Account for payments received by Tingz for the sale of Creator items, less any commissions due to Tingz in connection therewith.

4. To receive payment, Creator must:

   1. Share the necessary Payment Account details with Tingz to enable Tingz to send Creator payments.
   2. Maintain active payment accounts to receive payment for sales, and must provide current, complete, and accurate information for their payment accounts, and promptly update all information to keep such payment account information current, complete, and accurate. Further, Creators must promptly notify us if Creator becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Creator’s payment account.

7.2 Fees

1. In exchange for the Services provided by Tingz as described in this Agreement, Tingz will charge service fees to the Sellers of the items. This includes payment processing fee and service fees (collectively, the “Fee”) on each order placed with you via the Tingz App.
2. Tingz charges Sellers a commission fee for each sale, which can be found at www.tingz.co/terms
3. Tingz will also charge Buyers shipping costs, which vary depending on the size of the shipment and speed of delivery, among other variables.

7.3 Remittance of Item Payment

1. Tingz will remit to you the total Item Revenue earned by you, less: (i) the Fees collected; and (ii) the cost of any refunds given to Buyer on your behalf (such final remitted amount being the Item Payment).
2. The Item Payment will be remitted to the Seller after shipping confirmation is received and the Seller has requested a payout.

7.4 Sales Taxes

In relation to the Items sold by you via the Tingz App:

1. you are the ’retailer’, ’provider’ or ’seller’ of all Items for Sales Tax purposes
2. you are solely responsible for determining all applicable taxes and identifying and informing Tingz of the appropriate tax amount for Tingz to collect on your behalf for Items sold by you via the Tingz App
3. Tingz is responsible for collection on your behalf; and
4. you are responsible for the remittance of all applicable taxes.

7.5 Auctions

1. Tingz App requires that you read, accept and then follow the below terms and conditions prior to bidding in an auction hosted by a Vendor on Tingz App.
2. Bidder Eligibility: To be eligible to bid on an auction you must have a valid Tingz App account in good standing, along with an acceptable payment method on file. You must also be compliant with Tingz App’s Terms of Service.
3. Auction Close: When an auction closes, the highest bidder has won the auction. A seller is responsible for when to close an auction. When an auction closes, the highest bidder at the time of close has won the auction, and the item is sent to them for purchase.
4. Your bid is a contract between you, the bidder and the seller. When you bid on an item during an auction, you enter a contractual agreement to purchase that item from the seller if you entered the winning bid when the seller closes the auction. You are the winning bidder if your bid is the highest bid and your bid is not canceled or removed by the seller.
5. Payment Terms: If you win an auction by placing the highest bid, you agree to pay the seller the amount of your winning bid plus any applicable taxes along with shipping or delivery charges.
6. Seller Specific Terms: When you enter a livestream with an auction and place a bid, you are agreeing to any specific and additional terms and conditions imposed by the seller. The exceptions are cases in which any specific seller terms would violate any laws or conflict with Tingz App’s terms of service.
7. All Bids are Final: Once you have entered the auction, placed a bid and the seller has confirmed the bid, your bid cannot be pulled back, unless the completion of the transaction would violate any applicable laws.
8. Auction Changes: Sellers reserve the right to add or remove items from the online auction at any time without notice.

PART 2 – OWNERSHIP OF MATERIALS, CONFIDENTIALITY AND PRIVACY

This part describes the rights that you and Tingz have in relation to materials made available under this Agreement, including the Tingz App provided to you. It also describes what steps you and Tingz will take to protect confidential information and your obligations in respect of Personal Data.

1. The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Tingz and our licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
2. The Services contains material, such as software, text, graphics, images, and other material provided by or on behalf of Tingz (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.
3. We and our licensors retain all right, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.
4. The trademarks, service marks, and logos of Tingz (the “Tingz Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Tingz. Other company, product, and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Tingz Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Tingz Trademarks inures to our benefit.
5. Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

8.3 Feedback

1. As a registered User of our Services, you may elect to provide us with feedback, comments, and suggestions with respect to our Services (“Feedback”). You agree that Tingz will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to you.

8.4 Usage Rights and Restrictions

1. Subject to the terms and conditions of this Agreement, Tingz grants you a limited, non-transferable, non-exclusive, license to access and use the Services solely for your personal purposes. Tingz may terminate this license at any time for any reason. Further, when using or accessing the Services, you agree that:

   • You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; oris defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
   • You will comply with all applicable laws in your use of the Services and will not use the Services for any unlawful purpose;
   • You will not access or use the Services to collect any market research for a competing business;
   • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
   • You will not interfere with, or attempt to interrupt the proper operation of, the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
   • You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;
   • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;
   • You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;
   • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
   • You will not allow anyone to access and use your account;
   • You will not resell, distribute, or sublicense the Services or use it for the benefit of anyone other than you or your business;
   • You will not remove or modify any proprietary markings or restrictive legends placed on the Services; and
   • You will not introduce, post, or upload to the Services any Harmful Code. As used herein, “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.
2. Tingz reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. You are free to stop using the Services at any time.

PART 3 – ALLOCATION OF RISK

This part describes the representations that you and Tingz give to each other, and sets out the indemnities provided by each party and the liability of each party.

1. Tingz respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.

2. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

   
   Legal
   Tingz Group Inc.
   200 Central Ave
   4th Floor
   St. Petersburg, FL 33701
   Email: [email protected]

3. If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

1. Tingz is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any User Content is limited as described therein. We are not responsible for any User Content. We neither warrant the accuracy of the User Content nor exercise any editorial control over User Content, nor do we assume any legal obligation for editorial control of User Content or liability in connection with User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content.

1. The services, and all content and other information on or accessible from or through the services are provided by Tingz on an “as is” and “as available” basis without warranty of any kind, either express or implied. Tingz expressly disclaims all warranties, express or implied, regarding the services, the content, and all products offered by vendors through the services, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, security or accuracy, and any warranties arising from course of dealing, course of performance, or usage of trade. without limiting the generality of the foregoing, Tingz does not warrant that: (1) the information on the services is correct, accurate or reliable; (2) the functions contained on this services will be uninterrupted or error-free; or (3) defects will be corrected, or that the services or the server that make them available is free of viruses or other harmful components.
2. You understand that Tingz does not manufacture, store, or inspect any of the products sold or offered for placement through our services. we provide the venue; the products are produced, listed, sold, and offered directly by Vendors, and, accordingly, Tingz cannot and does not make any warranties about their quality, safety, or even their legality. As a buyer, any legal claim related to a product you purchase through the Services must be brought directly against the vendor of the product. You hereby release Tingz from any claims related to products provided through our Services, including for defective items, misrepresentations by vendors, or items that caused physical injury (product liability claims).
3. In connection with any warranty, contract, or common law tort claims: (i) we shall not be liable for any incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use or inability to access and use the services, the products, or the content, even if we have been advised of the possibility of such damages; and (ii) any direct damages, not attributable to personal injuries, that you may suffer as a result of your use of the Services or the content shall be limited to one hundred united states dollars (us $100). Tingz shall not be liable for direct damages that you may suffer as a result of your or any third party’s purchase or use of any products.
4. Some jurisdictions, including the state of New Jersey, do not allow the exclusion of certain warranties or limitation of certain liabilities. therefore, some of the above limitations in this section may not apply to you.
5. Nothing in this agreement shall affect any non-waivable statutory rights that apply to you.

1. Vendors shall indemnify, defend, and hold harmless Tingz, its affiliates, and its and their respective officers, managers, partners, employees, and agents from and against any and all losses, civil penalties, liabilities, damages, judgments, costs, and expenses, including reasonable attorney’s fees and court costs, incurred in connection with any proceeding, claim, or action arising out of or related to (i) any alleged defect in or injury from Vendor’s products or any other products liability claim; (ii) alleged failure of Vendor or Vendor’s products to comply with this Agreement or any laws, regulations, warranties, guarantees, or representations of Vendor; and (iii) the sale and shipment of Vendor’s products.

1. The Services are based in the United States. We make no claims concerning whether the Services are accessible, or whether Content may be downloaded, viewed, or be appropriate for use, or Purchases may be made, outside of the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

1. This Agreement and any action related thereto will be governed by the laws of the State of Florida without regard to its conflict of laws provisions.
2. You agree that: (i) the Services shall be deemed solely based in Florida; and (ii) this Services shall be deemed a passive web site and service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Florida.

1. In the event of a dispute arising between you and Tingz under or relating to this Agreement or the Services (not a dispute between a Buyer and a Vendor) (each, a “Dispute”), either you or Tingz may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER YOU OR Tingz CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by you and Tingz, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each of you and Tingz will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 20 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

1. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. You agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

1. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in Miami-Dade County, Florida for purposes of any such action by us.

1. If there is a dispute between or among Users of the Services, you agree to initiate the dispute with Tingz directly. Tingz will take steps to mediate the User dispute in its sole, reasonable discretion. Tingz will keep each party updated as to the status of disputes by messaging the parties through the accounts on the Service. Notwithstanding Tingz’s good faith efforts, some disputes may not be resolved in a manner that satisfies all parties. Tingz’s decision with respect to all disputes is final. In the event that you have a dispute with one or more other Users, you release Tingz, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

1. The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

PART 4 – GENERAL LEGAL PROVISIONS

This part sets out additional standard provisions that describe how the Agreement operates, the laws that apply to this Agreement, as well as defined terms that have special meaning. Importantly, this section also describes what steps Tingz need to take to update this Agreement, as well as your rights if you do not agree with a proposed update.

20.1 Modifications to the Agreement

1. These Terms of Service are effective as of the last updated date stated at the top. We may change these Terms of Service from time to time. Any such changes will be posted on the Site.
2. By accessing the Services after we make any such changes to these Terms of Service, you are deemed to have accepted such changes. Please refer back to these Terms of Service on a regular basis.

20.2 Downloading Tingz App application

1. Currently the Tingz App is not available as a downloadable mobile application.

20.3 General provisions

1. Except where expressly agreed in this Agreement, each party is responsible for its own expenses and costs in connection with its performance of this Agreement.
2. Each party is solely responsible for its employees and contractors used in connection with this Agreement
3. No failure or delay by Tingz in exercising any right or remedy under the Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.
4. If any provision of the Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended and the remainder of the Agreement will remain in full force and effect.
5. The Agreement constitutes the final and complete agreement between you and Tingz regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements.
6. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of the Agreement.
7. Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have canceled your account or stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions.