TERMS OF USE
Last updated March 20, 2019
AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Thingy Thing Inc, doing business as Down To Shop ("Down To Shop", “we”, “us”, or “our”), concerning your access to and use of the www.downtoshop.net website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). The Site provides an online marketplace for the following goods, products, and/or services: A variety of digital and physical goods that we source from the internet. (the “Marketplace Offerings”). In order to help make the Site a secure environment for the purchase and sale of Marketplace Offerings, all users are required to accept and comply with these Terms of Use . You agree that by accessing the Site and/or the Marketplace Offerings, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND/OR THE MARKETPLACE OFFERINGS AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. 
The Site is intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site and the Marketplace Offerings are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site or the Marketplace Offerings and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
USER REPRESENTATIONS
By using the Site or the Marketplace Offerings, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not under the age of 13; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (6) you will not access the Site or the Marketplace Offerings through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Site for any illegal or unauthorized purpose; and (8) your use of the Site or the Marketplace Offerings will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
You may not use the Site or the Marketplace Offerings for any illegal or unauthorized purpose nor may you, in the use of Marketplace Offerings, violate any laws. Among unauthorized Marketplace Offerings are the following: intoxicants of any sort; illegal drugs or other illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or other adult products. Postings of any unauthorized products or content may result in immediate termination of your account and a lifetime ban from use of the Site.
We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Site or the Marketplace Offerings displayed or offered through the Site. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Marketplace Offerings and the Site is provided for informational and advertising purposes only.
USER REGISTRATION
You may be required to register with the Site in order to access the Marketplace Offerings. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
MARKETPLACE OFFERINGS
We make every effort to display as accurately as possible the colors, features, specifications, and details of the Marketplace Offerings available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the Marketplace Offerings will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All Marketplace Offerings are subject to availability, and we cannot guarantee that Marketplace Offerings will be in stock. Certain Marketplace Offerings may be available exclusively online through the Site. Such Marketplace Offerings may have limited quantities and are subject to return or exchange only according to our Return Policy.
We reserve the right to limit the quantities of the Marketplace Offerings offered or available on the Site. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality of any of the Marketplace Offerings purchased by you will meet your expectations or that any errors in the Site will be corrected.
PURCHASES AND PAYMENT
We accept the following forms of payment: 
- Visa
- Mastercard
- American Express
- Discover
- JCB
- Diners Club
- Clout
You agree to provide current, complete, and accurate purchase and account information for all purchases of the Marketplace Offerings made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. 
RETURN/REFUNDS POLICY
Please review our Return Policy posted on the Site prior to making any purchases. 
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. 
As a user of the Site, you agree not to:
1 Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2 Make any unauthorized use of the Marketplace Offerings, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
3 Use the Site to advertise or offer to sell goods and services.
4 Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
5 Engage in unauthorized framing of or linking to the Site.
6 Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
7 Make improper use of our support services or submit false reports of abuse or misconduct.
8 Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
9 Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
10 Attempt to impersonate another user or person or use the username of another user.
11 Sell or otherwise transfer your profile.
12 Use any information obtained from the Site in order to harass, abuse, or harm another person.
13 Use the Marketplace Offerings as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
14 Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
15 Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
16 Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Marketplace Offerings to you.
17 Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
18 Delete the copyright or other proprietary rights notice from any Content.
19 Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Marketplace Offerings.
20 Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
21 Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
22 Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
23 Use the Site in a manner inconsistent with any applicable laws or regulations.
MOBILE APPLICATION LICENSE
Use License
If you access the Marketplace Offerings via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Marketplace Offerings: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) 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; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. 
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-PartyContent does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites. 
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings.
PRIVACY POLICY
We care about data privacy and security. By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms of Use. Please be advised the Site and the Marketplace Offerings are hosted in the United States. If you access the Site or the Marketplace Offerings from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.
We cannot guarantee the Site and the Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.
GOVERNING LAW
These Terms of Use and your use of the Site and the Marketplace Offerings are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed withinthe State of Californiawithout regard to its conflict of law principles.
DISPUTE RESOLUTION
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in United States County, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Kings County, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) 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.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
DISCLAIMER
THE SITE AND THE MARKETPLACE OFFERINGS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND THE MARKETPLACE OFFERINGS AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE MARKETPLACE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Marketplace Offerings; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site or the Marketplace Offerings with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Marketplace Offerings, as well as data relating to your use of the Marketplace Offerings. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Marketplace Offerings. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Marketplace Offerings constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Marketplace Offerings. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
CONTACT US
In order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of the Site or the Marketplace Offerings, please contact us at: 
Thingy Thing Inc
1920 Raymond Avenue
Los Angeles, CA 90007
United States
Phone: (323) 305-5030
hello@downtoshop.net
CLOUT TERMS
CLOUT REWARDS PROGRAM AGREEMENT
Please read this Clout Rewards Program Agreement (the “Agreement”) carefully. The terms and conditions of this Agreement may have changed since you last read them. By (i) clicking a button or taking another action to signify your acceptance of this Agreement, (ii) registering for a Down to Shop account (“Account”), or (iii) participating in or using benefit available through the Clout Rewards Program, you agree to the Agreement. If you do not agree to be bound by this Agreement, you may not participate in the Clout Rewards Program.
Participation in the Clout Rewards Program is voluntary and is not required to obtain any services. Subject to the eligibility requirements state herein, all registered Accounts are automatically enrolled into the Clout Rewards Program. If you would prefer not to participate in the Clout Rewards Program, please contact us at hello@downtoshop.net.
This Agreement supplements the Down to Shop’s Terms of Use agreement (https://downtoshop.com/terms) (as they may be modified from time to time), which is incorporated herein by reference (“Terms of Use Agreement”). In the event of a conflict between this Agreement and Terms of Use Agreement, this Agreement controls with respect to the Clout Rewards Program.
Participation in the Clout Rewards Program and the opportunities to earn Clout and redeem Clout are offered at the sole discretion of Down to Shop and are subject to your compliance with the Agreement. DOWN TO SHOP MAY LIMIT, SUSPEND, OR TERMINATE YOUR ABILITY TO PARTICIPATE IN THE CLOUT REWARDS PROGRAM IN ITS SOLE AND ABSOLUTE DISCRETION AT ANY TIME WITH OR WITHOUT PRIOR NOTICE TO YOU.
GENERAL
The opportunities to earn and redeem Clout through the App or otherwise in accordance with offers by Thingy Thing, Inc. (dba Down to Shop) (“Down to Shop”, “we”, “us”, “our”) are collectively referred to herein as the “Clout Rewards Program”.

By registering for an Account, purchasing qualifying products and services and participating in various activities using the Down to Shop mobile application (“App”), eligible individuals participating in the Clout Rewards Program (“Members”, “you”, or “your”) may earn promotional reward points (“Clout”) which can be redeemed for products and services made available at redemption prices denominated in Clout through the App.

To earn Clout, you must have a mobile device that is compatible with the App. Down to Shop does not warrant that the App will be compatible with your mobile device. Use of the App may result in smartphone wireless carrier data charges. You are responsible for all such data charges.

The Clout Rewards Program is not open to residents of any jurisdiction where the Clout Rewards Program would be restricted or prohibited by law.

For the avoidance of doubt, only natural individual persons using the Clout Rewards Program in their personal capacity and for their own account are eligible to participate in the Clout Rewards Program; third party aggregators, groups, organizations, and business entities, are not eligible to become Members or earn Clout.

The following individuals are also excluded from eligibility to participate in the Clout Rewards Program: (i) officers, directors, employees, agents, and representatives (collectively “Personnel”) of Down to Shop and/or its corporate parents, subsidiaries, and affiliated companies; (ii) Personnel of any other company involved in the development, presentation or administration of the Clout Rewards Program, and (iii) the immediate family members of the foregoing excluded Personnel (i.e., spouses, parents, children, siblings and the “steps” of each) and all other persons living in the same households as such excluded Personnel. If you would like to become a new Member, you must enroll in the Clout Rewards Program by (a) downloading and installing the App and (b) registering for an Account. Down to Shop reserves the right to delay enrollment until your membership eligibility is confirmed.

You may only participate in a Clout Rewards Program through your use of a single Account. Your membership is non-transferable, as is all Clout that you earn and any other benefits associated with the Program. You are responsible for all uses of your Account and for maintaining the currency and accuracy of the e-mail address and any other contact information stored in your Account. The creation or use of multiple Accounts, e-mail addresses, online identities or aliases to circumvent the single-account restriction or any other requirement or limitation specified in the Agreement is prohibited and may result in your exclusion from the Clout Rewards Program and the cancellation of all related Clout and other benefits. Down to Shop may, in its sole discretion, suspend, cancel, or combine any Accounts that appear to be duplicative. Down to Shop is not liable for Clout associated with Accounts that are suspended, terminated, or associated with inaccurately entered e-mail addresses.

Down to Shop does not endorse any Reward (as defined below) provider, or any products or services offered by Reward providers.
EARNING CLOUT
You may be awarded with Clout upon initial registration of your Account. You may earn more Clout by engaging in specified activities or completing specified actions in accordance with offers from us which expressly state that you will earn Clout by completing such activities or actions (“Activity Offers”). The quantity of Clout you earn and the types of activities for which you can earn Clout for may vary over time. All activities will be subject to any additional terms and conditions specified in the applicable Activity Offer.

You may also earn Clout by making qualifying purchases of merchandise and/or services through the App. At the time of purchase, the App will state how much Clout you can earn through the applicable purchase. Clout will not be awarded for unauthorized or fraudulent purchases, the purchase of gift cards or purchases made using redemptions of Clout or promotional codes or other promotional credits we may offer. Clout will not be awarded if, in Down to Shop’s reasonable opinion, the merchandise or services purchased will be used for resale or commercial use and any Clout awarded on such purchases will be forfeited. If we void a transaction or accept a return of a product or service that resulted in an award of Clout, we reserve the right to revoke the related Clout and deduct it from the Clout balance associated with your Account. Such deductions may result in a negative Clout balance and the initiation of charges to the payment method linked to your Account for the actual retail price in dollars of any Rewards you previously obtained using revoked Clout.

Down to Shop may specify other methods of earning Clout from time to time in its sole discretion, and all such methods will be governed by this Agreement. Down to Shop reserves the right in its sole discretion to change, add, or remove the methods by which you can earn Clout and the quantity of Clout you may earn in connection with qualifying purchases and/or Activity Offers.

You can view your current Clout balance at any time by viewing the home navigation screen of the App. br*2 You may earn a maximum of 5,000,000 Clout per calendar year.

Clout is ordinarily issued within 36 hours after completion of a related qualifying purchase or Activity Offer. If you believe that Clout was not properly issued to your Account, you must notify Down to Shop by sending an e-mail to hello@downtoshop.net within fifteen (15) days of the date on which you completed the qualifying purchase or Activity Offer that you believe triggered the applicable award of Clout, or all related claims will be waived.

Each Clout point you earn will expire 12 months from the date of its issuance and expired Clout points will be deducted from the Clout balance associated with your Account on a rolling basis.
REDEEMING CLOUT
Prior to being able to redeem Clout for a Reward, you must first register a credit card or other approved payment instrument to your Account in the App. Your credit card or payment instrument will not be charged in connection with any Reward redemptions using Clout. We will not charge your credit card or payment instrument unless you elect to make a purchase using your linked payment card or instrument.

To redeem Clout for products or services offered for purchase through the App using Clout (each a “Reward”), look for product or service listings in the App with prices denominated in Clout. Not all products or services available for purchase through the App may be available as Rewards. The App will include information on how much Clout is needed to redeem a Reward, instructions on how to redeem Clout for the Reward, as well as any applicable terms and conditions regarding the use of the Reward. Clout can be redeemed only while supplies last and only during any applicable redemption term. All Clout redemptions are final. Down to Shop reserves the right to modify the available Rewards and their corresponding Clout redemption prices and requirements and any corresponding terms and conditions at any time for any reason in Down to Shop’s sole discretion. You are solely responsible for the payment of all taxes which may result from your redemption of Clout for Rewards. Rewards carry no warranty other than that offered by the manufacturer or service provider. THE DOWN TO SHOP PARTIES DO NOT MAKE ANY WARRANTY, REPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO ANY REWARD, INCLUDING BUT NOT LIMITED TO ITS QUALITY, MECHANICAL CONDITIONS, OR FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE TO LOOK SOLELY TO THE MANUFACTURER FOR ANY SUCH WARRANTY, REPRESENTATION, OR GUARANTEE. YOU HEREBY RELEASE DOWN TO SHOP, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, BUSINESS PARTNERS, AND LICENSORS (COLLECTIVELY, THE “DOWN TO SHOP PARTIES”) FROM ANY DAMAGES ARISING IN CONNECTION WITH ANY AND ALL REWARDS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
NO RETURNS AND EXCHANGES OF REWARDS
Each Clout point you earn may only be redeemed one time. Rewards obtained through redemptions of Clout may not be returned or exchanged for any other Rewards, Clout, gift cards, cash, or any cash equivalent.
ADDITIONAL TERMS
Clout is promotional in nature, is not transferable, has no cash value, and cannot, under any circumstances, be redeemed for gift cards, cash or any cash equivalent. Without limiting the generality of the foregoing, you may not combine Clout you earn with Clout earned by another Member and you may not convey Clout by any means to anyone, including upon death through your estate, as part of a divorce or domestic relations matter, or otherwise.

Any Clout and Reward redemptions that cannot be verified to the satisfaction of Down to Shop are subject to adjustment, cancellation, disqualification, or revocation at our sole discretion.

Down to Shop will not be liable for the failure of any Clout to be accurately captured, issued, calculated, or redeemed for any reason, including, but not limited to, any technical malfunction or other problems relating to any network, computer system, servers, access providers, computer equipment or software.

Down to Shop reserves the right, in our sole and absolute discretion, to (i) investigate, invalidate, and revoke any award of Clout we deem to have been issued in error, or as the result of any violation of the Agreement, or as the result of any actual or suspected fraudulent or improper activity (including without limitation, the use of any system, macro, script, bot or fake email address to manipulate the Clout Rewards Program) and (ii) bar further Clout from being issued to, any Members associated with any actual or suspected fraudulent or improper activity or violations of the Agreement. Without limiting any other remedies available to us, you agree that we may charge the payment method linked to your Account for the actual retail price in dollars of any Rewards you obtain as a result of fraud, illegal conduct or violations of this Agreement and/or suspend your Account until payment is received or the issue is otherwise resolved through customer support. If Down to Shop has any reason to suspect improper activity associated your participation in the Clout Rewards Program, Down to Shop reserves the right to delay or withhold the issuance of any related Clout and redeemed Rewards. Down to Shop further reserves the right to terminate your Account and deactivate, cancel, or revoke any related Clout if Down to Shop suspects that you have used or attempted to use the Clout Rewards Program in a fraudulent or abusive manner or in violation of the Agreement, Down to Shop’s Terms of Use Agreement, or applicable law. In the event that your participation in the Clout Rewards Program is terminated, you will not be able to redeem any accumulated Clout and you are not permitted to re-enroll in the Clout Rewards Program without the prior written consent of Down to Shop.

Without notice to you, Down to Shop also reserves the right to “unregister" from the Clout Rewards Program an Account that is inactive and cause that Account to be ineligible for the Clout Rewards Program. An inactive Account is defined as an Account that has not earned or redeemed Clout for 6 consecutive months. In the event that your Account is unregistered due to inactivity, then you will no longer be eligible for Clout Rewards Program benefits, including earning Clout or redeeming Clout. You may reactivate your Account by sending an e-mail to hello@downtoshop.net, but any Clout earned prior to your Account being deemed inactive will be forfeited and void.

To the extent allowed by applicable law, we may cancel any accumulated Clout if Down to Shop becomes insolvent, unable to pay our debts when due, files an action under the U.S. Bankruptcy Code or has such an action filed against us.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DOWN TO SHOP PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR ANY OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO YOUR PARTICIPATION IN THE CLOUT REWARDS PROGRAM, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE DOWN TO SHOP PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NEW JERSEY, THE FOREGOING SENTENCE APPLIES ONLY TO CLAIMS BASED ON BREACH OF WARRANTY. THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
MISCELLANEOUS
Any disputes related to the Agreement and the subject matter herein will be resolved pursuant to the dispute resolution of Down to Shop’s Terms of Use Agreement. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You may not assign any rights or obligations under the Agreement, in whole or in part, without the written consent of Down to Shop. Down to Shop may freely assign or transfer the Agreement. Any assignment or transfer in violation of the foregoing is void. The Agreement is the final, complete and exclusive Agreement between you and Down to Shop with respect to the subject matters hereof and supersedes and merges any discussions between you and Down to Shop with respect to such subject matters. If you are dissatisfied with any aspect of the Clout Rewards Program at any time, your sole and exclusive remedy is to cease participating in the Clout Rewards Program.
RIGHT TO CANCEL CLOUT REWARDS PROGRAM AND CHANGE AGREEMENT
DOWN TO SHOP RESERVES THE RIGHT TO MODIFY AND/OR TERMINATE THE CLOUT REWARDS PROGRAM AND/OR MODIFY ALL OR ANY PORTION OF THE AGREEMENT OR ANY POLICY PERTAINING TO THE CLOUT REWARDS PROGRAM AT ANY TIME AND IN OUR SOLE DISCRETION, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO DISCONTINUE OR CHANGE ANY CLOUT REWARDS PROGRAM BENEFITS OR EXPIRATION DATES FOR CLOUT RECEIVED THROUGH THE CLOUT REWARDS PROGRAM, MERGE THE CLOUT REWARDS PROGRAM WITH ANOTHER REWARDS PROGRAM, OR TO ADJUST HOW CLOUT IS EARNED, CALCULATED OR REDEEMED. IT IS POSSIBLE THAT YOU MAY BE UNABLE TO REDEEM ACCUMULATED CLOUT AS A RESULT OF FUTURE CLOUT REWARDS PROGRAM CHANGES OR IF WE DISCONTINUE THE CLOUT REWARDS PROGRAM OR MERGE THE CLOUT REWARDS PROGRAM INTO ANOTHER REWARDS PROGRAM. IF WE MAKE CHANGES, WE WILL POST THE AMENDED AGREEMENT TO OUR WEBSITE AT WWW.DOWNTOSHOP.COM AND UPDATE THE “EFFECTIVE DATE” ABOVE. WE MAY ALSO ATTEMPT TO NOTIFY YOU IN OTHER WAYS. UNLESS WE SAY OTHERWISE, THE AMENDED CLOUT REWARDS PROGRAM AGREEMENT WILL BE EFFECTIVE IMMEDIATELY AND YOUR CONTINUED PARTICIPATION IN THE CLOUT REWARDS PROGRAM OR USE OF ANY RELATED BENEFIT AFTER THE AMENDED AGREEMENT IS POSTED WILL CONFIRM YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO THE AMENDED PROGRAM AGREEMENT, YOU MUST STOP PARTICIPATING IN THE CLOUT REWARDS PROGRAM.
PRIVACY
The personal information collected from you in connection with the Clout Rewards Program, including but not limited to purchases made in connection with your Account, will be used and disclosed by us in accordance with our privacy policy (https://downtoshop.com/privacy).
QUESTIONS?
If you have any questions about the Clout Rewards Program or the Agreement, please contact us at hello@downtoshop.net.
HOW CAN YOU CONTACT US ABOUT THIS POLICY?
If you have questions or comments about this policy, you may email us at hello@downtoshop.net or by post to:

Thingy Thing Inc 1920 Raymond Avenue Los Angeles, CA 90007 United States