Terms of Use

Last Modified: 05.17.22

Welcome to HandsDown

HandsDown (“HandsDown”, or “us” or “our”) helps you share your top ten favorite things, places, experiences (you name it, and we will call these things “Items” and each an “Item”) and discover the top ten of other people and brands you care about.  To do that, we show you things we think will be relevant, interesting and personal to you based on your onsite and offsite activity. To provide our Platform, we need to be able to identify you and your interests. Some of the  Items we show you may be promoted by advertisers. As part of our Platform we try to ensure that even promoted content is relevant and interesting to you. You can identify promoted content because it will be clearly labeled.

WE VALUE AUTHENTICITY.  INDIVIDUAL USERS CANNOT GET PAID TO POST CONTENT AND OR BE SPONSORED TO SHARE ITEMS ON THE PLATFORM. 

Let’s kick things off.
These Terms of Use (or “Terms”) govern your use of our web-based application, and other Platforms we may provide now or in the future (we’ll refer to these collectively as the “Platform”). These Terms of Use constitute a binding agreement between you and HandsDown, Inc.. When you create a registered account or use the Platform (even just exploring or browsing our app or website), you’re agreeing to these terms. If you don’t agree with these terms, you are not allowed to use the Platform- got it? Good.

By agreeing to these Terms, you are also agreeing to our Privacy Policy and the other policies we reference and link to below.

For now, the Platform is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Platform, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform. If we expand our usage to users under 18, we will modify these Terms of Use.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. THE SECTION BELOW TITLED “ARBITRATION” AFFECT YOUR LEGAL RIGHTS.

We may revise and update these Terms from time to time. All changes are effective immediately when we post them. Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes, so check back here frequently, since these Terms are a binding agreement.

The Platform

We agree to provide you with the Platform. The Platform includes all of the features, applications, services, technologies, and software that we provide to advance our business purposes. We reserve the right to withdraw or amend any aspect of or the entire Platform in our sole discretion without notice

We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform to users, including registered users.

YOUR ACCOUNT

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Platform.
  • Ensuring that all persons who access the Platform through your internet connection are aware of these Terms  and comply with them.

To access the Platform, you will be asked to provide certain information. It is a condition of your use of the Platform that all the information you provide is correct, current, and complete.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights, or otherwise violates the Terms.

You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. If you are registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. If you select a username or similar identifier for your account, we may change it if we believe it is appropriate or necessary (for example, if it infringes someone’s intellectual property or impersonates another user).

YOUR USE OF THE PLATFORM

Information we collect. All information we collect as a result of your use of the Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

License to use the Platform. We grant you a limited, non-exclusive, non-transferable and revocable license to use our Platforms subject to the Terms. You may use the Platform only for lawful purposes and in accordance with these Terms. You agree that we can download and install updates to the Platform on your device.

PROHIBITED USES. You agree not to use the Platform:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms, our Privacy Policy, any other terms which you have agreed to as a condition of using the Platform, or that violates state or federal law or regulation.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform, or expose them to liability.

Additionally, you agree not to:

  • Use the Platform in any manner that could disable, overburden, damage, or impair or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
  • Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
  • Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Platform.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Website is stored, or any server, computer, or database connected to the Platform.
  • Attack the Platform via a denial-of-Platform attack or a distributed denial-of-Platform attack
  • Otherwise attempt to interfere with the proper working of the Platform.

Linking to the Platforms and Social Media Features. We welcome you to  link to our homepage and to your faves list. We reserve the right to require you to remove any such link if it is in any way unfair, illegal or damages our reputation or takes advantage of it, or suggests an inappropriate association, approval, or endorsement without our express written consent. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Otherwise take any action with respect to the Platform that is inconsistent with any other provision of these Terms.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice at our discretion.

Links from the Platform. The Platform contains links to other sites and resources provided by third parties, and these links are provided for your convenience only. This includes links contained on other users lists, in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

CONTENT; INTELLECTUAL PROPERTY

Your Content. The Platform allows you to post content, including photos, comments, links, and other materials. Content that you post using our Platform is your content (so let’s refer to it as “Your Content”). We don’t make any claim to it, which includes anything you post using our Platform. You are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it. Your Content must not infringe the intellectual property rights of others (see the Copyright Infringement section down below). The posting of Your Content must not violate any federal or state laws or regulations.

WE VALUE AUTHENTICITY.  INDIVIDUAL USERS CANNOT GET PAID TO POST CONTENT AND OR BE SPONSORED TO SHARE ITEMS ON THE PLATFORM.

It is your responsibility to post in accordance with the Federal Trade Commission’s Guidelines related to endorsements. You can learn more about them here.

You are permitted to post about:

– Items you receive for free from the company that makes them, 

– Items made by your company or a company your work for,

– Items made by a company that you have a connection with.

BUT- the FTC requires that you clearly disclose the connection with the company that makes the Item if knowledge of that connection would change a user’s understanding of your recommendation. This means that you should clearly state your connection in the description of the Item.

Rights you grant us related to Your Content. By posting Your Content through our Platform, you are granting us a license to use it. We don’t claim any ownership to Your Content, but we have your permission to use it to help the Platform function and grow. That way, we won’t infringe any rights you have in Your Content and we can help promote it.

In Legalese: By posting Your Content, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content in any formats and through any channels, including across the Platform, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.

Permissions you give us related to Your Content. YYou give us permission to use your username, profile picture, and information about your relationships and actions with content on the Platform. You give us permission to show your username, profile picture, and information about your actions (such as likes) or relationships (such as follows) next to or in connection with accounts, offers, and other content that you follow or engage with that are displayed on the Platform, without any compensation to you. For example, we may show that you liked a post created by a brand that has paid us to display its content. As with actions on other content and follows of other accounts, actions on sponsored content and follows of sponsored accounts can be seen only by people who have permission to see that content or follow.

Content Standards (a.k.a. Inappropriate, False, or Misleading Content). This should be common sense, but there are certain types of content we don’t want posted on the Platform (for legal reasons or otherwise). We prohibit and you agree that you will not post any content that is abusive, threatening, defamatory, obscene, or vulgar, or that promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. You also agree not to post any content that is false and misleading or uses the Platform in a manner that is fraudulent or deceptive. Your Content may not give the impression that it emanates from or is endorsed by us or any other person or entity, if this is not the case.

PROHIBITED CONTENT We have a zero tolerance policy for the posting of links to prohibited items, particularly those that promote, support or glorify hatred, those that promote, support or glorify violence, or are unlawful. Sellers deemed to violate this policy can be subject to immediate account suspension or termination. We prohibit the posting of links to sites selling the following.

  1. Alcohol, Tobacco, to users under the legal age allowable under federal law, drugs, illegal drug Paraphernalia, and medical drugs, regulated medical devices, and pharmaceuticals
  2. Illegal Animal Products and Human Remains
  3. Dangerous Items: Hazardous Materials, Recalled Items, and Weapons
  4. Hate Items: Items that Promote, Support, or Glorify Hatred
  5. Illegal Items, Items Promoting Illegal Activity, and Highly Regulated Items
  6. items that violate economic sanctions and trade restrictions, including those implemented by the Office of Foreign Assets Control (“OFAC”) of the US Department of the Treasury or are otherwise Internationally Regulated Items
  7. Pornography and Mature Content
  8. Violent Items: Items that Promote, Support, or Glorify Violence

Intellectual Property.The Company name, the term HandsDown, the Company logo, and all related names, logos, product and Platform names, designs, and slogans whether registered or not are trademarks of the Company or its affiliates or licensors (“Our Intellectual Property”). 

In addition, all third-party names, logos, product and service names, designs, and slogans and other material provided on the Platform (“Third Party Intellectual Property” together with “Our Intellectual Property” “IP Content”)  Platform by are the trademarks of their respective owners.

You must not use IP Content  without prior written permission of the owner.  IP Content is protected under both United States and foreign laws.

If you use content covered by intellectual property rights that we have and make available in our Platform (for example, images, designs, videos, or sounds we provide that you add to content you create or share), we retain all rights to our content (but not yours). You can only use our intellectual property and trademarks or similar marks with our prior written permission.

You must obtain written permission from us or under an open source license to modify, create derivative works of, decompile, or otherwise attempt to extract source code from us.

You may only use the IP Content as described in this Agreement. The use or posting of the IP Content on any other website or forum for any purpose is forbidden without prior written consent.

Copyright Infringement Policy.

Reporting Claims of Copyright Infringement We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

·   Your physical or electronic signature.

·   Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.

·   Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

·   Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

·   A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

·   A statement that the information in the written notice is accurate.

·   A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

           Katherine O’Neill
Hatch Law & Consulting, PLC
89 South Main Street, #1
Waterbury, VT 05676
802-585-1246
kat@hatchvt.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures. If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

·   Your physical or electronic signature.

·   An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

·   Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

·   A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

·   A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringers It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Reliance on Information Posted. The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

The Platform includes content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content (for example if you are offended by it) or accuracy of any materials provided by any third parties.

MONITORING AND ENFORCEMENT; TERMINATION

We have the right to:

  • Remove or refuse to post any of Your Content for any or no reason at our sole discretion.
  • Take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that it violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform. 
  • Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIES; INDEMNIFICATION (things you can’t sue us for)

Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading fromYou understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification (what happens if you get us sued). You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms, violation of any third-party rights, and or your use or misuse of the Platform including, but not limited to, Your Content, any use of the Platform than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform. We may assist you at your expense in defending any such claim, proceeding or action, or alternatively we may, at our option and your expense, assume exclusive control of the defense of any matter subject to this paragraph; in either case you will cooperate with requests to assist in such defense.

California Consumer Rights Notice. Under California Civil Code Section 1789.3, California users of the Platform receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted at www.dca.ca.gov or call 800.952.5210 to have a complaint form mailed to you.

OTHER IMPORTANT POINTS

Changes to the Platform. We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

Survival These Terms will remain in effect even after your access to the Platform is terminated, or your use of the Platform ends.

Governing Law and Jurisdiction. All matters relating to the Platform and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Vermont, County of Chittenden. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration. At Company’s sole discretion, it may require You to submit any disputes arising from these Terms or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

If you do not want to arbitrate disputes with TikTok and you are an individual, you may opt out of this arbitration agreement by sending an email to legal@itshandsdown.com within thirty (30) days of the first of the date you access or use the Services.

Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration. If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and TikTok each waive any right to a jury trial.

Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability. No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement. The Terms, and our Privacy Policy, and any other policies that are posted on the Platform and that you consent to as a condition of your use of the Platform constitute the sole and entire agreement between you and HandsDown regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

Your Comments and Concerns. This website is operated by HandsDown, Inc., 50 Lakeside Avenue, Burlington, VT 05401

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set out above.

All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: legal@itshandsdown.com.