Terms of use

1. Agreement to these terms

These Terms of Use (the “Terms”) are a binding agreement between you and Down To Connect Inc., a Delaware corporation (“DTConnect,” “we,” “us,” or “our”), and govern your access to and use of the website located at www.dtconnect.co and any DTConnect webpages that link to these Terms (collectively, the “Site”).

By accessing or using the Site, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Site.

Section 12 (Dispute Resolution; Binding Arbitration) contains a binding arbitration provision and a waiver of your right to participate in a class action. Please read it carefully.

2. What these terms do and do not cover

These Terms cover the Site only.

DTConnect operates an invitation-only platform (the “Platform”) through which vendors of commerce technology and services (“Vendors”) are connected with founders and executives of eCommerce brands (“Brand Reps”). Access to and participation on the Platform, including at app.dtconnect.co, is not governed by these Terms. Platform access and participation are governed exclusively by the separate written agreements executed between DTConnect and the applicable Vendor or Brand Rep (each, a “Platform Agreement”), together with any order forms, exhibits, and platform-specific terms or notices referenced in them.

In the event of any conflict or inconsistency between these Terms and a Platform Agreement, the Platform Agreement controls with respect to the subject matter of that Platform Agreement, and nothing in these Terms amends, supersedes, novates, limits, or expands any right or obligation under any Platform Agreement.

Nothing on the Site constitutes an offer that may be accepted to form a Platform Agreement, and no Platform Agreement is formed except by a written agreement signed by an authorized representative of DTConnect.

3. Eligibility

The Site is intended for business users. By using the Site, you represent and warrant that:

(a) you are at least 18 years old;

(b) you have the legal capacity to enter into these Terms;

(c) if you use the Site on behalf of an organization, you have authority to bind that organization, and “you” refers to both you and that organization; and

(d) you are not barred from using the Site under the laws of the United States or any other applicable jurisdiction, and you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions, and are not identified on any U.S. government restricted-party list.

The Site is not directed to children, and we do not knowingly collect information from anyone under 18.

4. Applications and information you submit

The Site allows you to submit an application or expression of interest, including by identifying yourself as a prospective Brand Rep or Vendor and providing your name, business contact details, and information about your company or role (an “Application”).

By submitting an Application, you agree that:

(a) all information you provide is accurate, current, and complete, and you will promptly correct it if it changes;

(b) you are submitting your business contact information for the purpose of being contacted by DTConnect about the Platform, and you consent to that contact;

(c) submission of an Application creates no obligation on DTConnect to admit you to the Platform, to offer you any connection, meeting, incentive, compensation, or other benefit, or to respond at all, and admission is at DTConnect’s sole discretion and may be declined or revoked at any time;

(d) you are not, by submitting an Application, disclosing any confidential or proprietary information of yours or of any third party, or any material nonpublic information concerning any public company or security, and you agree not to submit any such information through the Site; and

(e) your participation in the Platform, if you are admitted, may be subject to your employer’s policies, codes of conduct, and other duties you owe to third parties, and you are solely responsible for determining whether your participation is permitted and for obtaining any approvals you need. DTConnect does not request or encourage any person to breach any agreement, policy, or legal or fiduciary obligation.

5. No guarantee of results, compensation, or outcomes

Any description on the Site of incentives, compensation, meeting volume, deal outcomes, pipeline, conversion, revenue, or other results is illustrative only and is not a promise, projection, guarantee, or representation of results you will achieve.

Actual amounts, if any, are determined solely by the applicable Platform Agreement and order form and depend on factors outside DTConnect’s control. Any compensation you receive may be reportable income and may create tax obligations, including U.S. information-reporting obligations. You are responsible for your own tax reporting and for any tax due. DTConnect does not provide tax, legal, accounting, employment, or investment advice.

DTConnect does not endorse, certify, verify, or guarantee any Vendor, Brand, product, or service referenced on or accessible through the Site, and does not warrant the accuracy of any statement made by a third party.

6. Acceptable use

You agree not to, and not to permit any person to:

(a) use the Site for any unlawful purpose or in violation of any applicable law, rule, regulation, or binding industry standard;

(b) scrape, crawl, harvest, index, data-mine, or otherwise extract data from the Site by automated means, or use the Site or any information obtained from it to build, train, or improve any dataset, model, or competing product or service;

(c) reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Site;

(d) circumvent, disable, or interfere with any security, access-control, or rate-limiting feature of the Site;

(e) introduce any virus, malware, or other harmful code, or take any action that imposes an unreasonable load on the Site’s infrastructure;

(f) impersonate any person or entity, or misrepresent your affiliation with any person or entity, including DTConnect;

(g) misrepresent, or make any unauthorized use of, your relationship with DTConnect, any Vendor, or any Brand;

(h) use the Site to send unsolicited commercial communications; or

(i) access the Site to monitor its availability, performance, or functionality for any competitive purpose.

We may investigate and take any action we consider appropriate in response to a suspected violation, including suspending or terminating your access, removing content, and referring the matter to law enforcement.

7. Intellectual property

The Site and all content, features, functionality, software, text, graphics, layouts, logos, and design elements on it are owned by DTConnect or its licensors and are protected by U.S. and international intellectual property laws.

Subject to your compliance with these Terms, DTConnect grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site for your own internal business purposes. No other rights are granted. You may not copy, reproduce, republish, distribute, modify, create derivative works from, publicly display, or commercially exploit any part of the Site without our prior written consent.

“DTConnect,” “Down To Connect,” and our logos are trademarks of DTConnect. All other names and marks appearing on the Site are the property of their respective owners, and their appearance does not imply any affiliation, sponsorship, or endorsement.

8. Feedback

If you send us suggestions, ideas, or other feedback about the Site or the Platform (“Feedback”), you grant DTConnect a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, reproduce, modify, and exploit that Feedback for any purpose, without restriction, attribution, or compensation to you. Feedback is not your confidential information.

9. Third-party sites and services

The Site may contain links to third-party websites and services, including app.dtconnect.co, payment processors, scheduling tools, and social media. Those properties are controlled by third parties and are governed by their own terms and privacy practices. DTConnect is not responsible for, and makes no representation about, any third-party site, service, or content, and links do not imply endorsement. You access them at your own risk.

10. Disclaimers

The Site is provided “as is” and “as available,” with all faults and without warranty of any kind. To the fullest extent permitted by law, DTConnect disclaims all warranties, express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement, and any warranties arising out of course of dealing, usage, or trade.

DTConnect does not warrant that the Site will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components, or that any defect will be corrected. We may modify, suspend, or discontinue the Site or any part of it at any time without notice or liability.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

11. Limitation of liability

To the fullest extent permitted by law, DTConnect and its affiliates, officers, directors, employees, agents, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or business opportunity, arising out of or relating to your use of or inability to use the Site, whether based in contract, tort, strict liability, or any other theory, and whether or not DTConnect has been advised of the possibility of such damages.

DTConnect’s total aggregate liability arising out of or relating to these Terms or the Site will not exceed one hundred U.S. dollars (US$100).

These limitations apply to liability arising from the Site and do not limit, and are separate from, any liability arising under a Platform Agreement, which is governed by that agreement. The foregoing limitations apply to the fullest extent permitted by law and do not apply to liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

12. Dispute resolution; binding arbitration

Please read this Section carefully. It affects your legal rights.

(a) Governing Law. These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles.

(b) Informal Resolution. Before initiating arbitration, you agree to first contact us at help@dtconnect.co with a written description of the dispute and the relief you seek, and to attempt in good faith to resolve the dispute informally for at least thirty (30) days.

(c) Binding Arbitration. Except as set out in Section 12(e), any dispute, controversy, or claim arising out of or relating to these Terms or the Site, including their formation, interpretation, breach, termination, validity, or enforceability, will be settled by binding arbitration before one arbitrator, administered by JAMS in Wilmington, Delaware, USA, under the JAMS Expedited Arbitration Procedures then in effect. Judgment on the award may be entered in any court of competent jurisdiction. Any dispute regarding the validity or enforceability of this Section will itself be resolved by the arbitrator, and the parties may litigate in court only if the arbitrator determines this Section is unenforceable.

By agreeing to these Terms, you are agreeing to arbitrate disputes and are giving up the right to have them resolved in court before a judge or jury, and giving up judicial rights to discovery and appeal except as provided in the arbitration rules.

(d) Class Action Waiver. All claims must be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If this waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and litigated in the courts located in Wilmington, Delaware, and all other claims will proceed in arbitration.

(e) Exceptions. Either party may (i) bring an individual claim in a small-claims court of competent jurisdiction, and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, or to prevent unauthorized access to or misuse of the Site.

(f) Opt-Out. You may opt out of Sections 12(c) and 12(d) by sending written notice to help@dtconnect.co with the subject line “Arbitration Opt-Out,” including your name and the email address you used on the Site, within thirty (30) days of the date you first accept these Terms. Opting out will not affect any other part of these Terms.

(g) Consent to Jurisdiction. For any matter not subject to arbitration, and for recognition or enforcement of any arbitral award, you and DTConnect submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waive any objection to venue or inconvenient forum.

(h) Time Limit. Any claim arising out of or relating to these Terms or the Site must be brought within one (1) year after the claim arose, or it is permanently barred, except where a longer period is required by applicable law.

(i) Costs. Each party will bear its own arbitration fees and administrative costs equally, and the prevailing party as determined by the arbitrator will be awarded its costs and reasonable attorneys’ fees incurred in the arbitration and in enforcing or collecting on any award.

13. Indemnification

You will defend, indemnify, and hold harmless DTConnect and its affiliates, officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) your use of the Site, (b) your breach of these Terms, (c) your violation of any law or of the rights of any third party, including any employer policy or third-party agreement to which you are subject, or (d) any information you submit through the Site. We may assume the exclusive defense and control of any matter subject to indemnification by you, and you will cooperate with our defense.

14. Termination

We may suspend or terminate your access to the Site at any time, for any reason or no reason, without notice or liability. Sections 2, 5, 7, 8, 10, 11, 12, 13, and 15 survive termination.

15. General

(a) Changes. We may update these Terms at any time by posting the revised version on the Site and updating the “Last updated” date. Changes take effect when posted. Your continued use of the Site after that constitutes acceptance. If you do not agree, stop using the Site.

(b) Entire Agreement. These Terms, together with the Privacy Policy, are the entire agreement between you and DTConnect regarding the Site and supersede all prior understandings regarding the Site. This Section does not affect, merge with, or supersede any Platform Agreement.

(c) Severability. If any provision is held invalid or unenforceable, it will be severed or limited to the minimum extent necessary and the remainder will remain in full force and effect.

(d) No Waiver. No failure or delay by DTConnect in exercising any right operates as a waiver of that or any other right.

(e) Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent. DTConnect may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

(f) No Third-Party Beneficiaries. These Terms do not confer any rights on any third party, except that DTConnect’s affiliates, officers, directors, employees, agents, and licensors are intended beneficiaries of Sections 10, 11, and 13.

(g) Force Majeure. DTConnect is not liable for any failure or delay caused by events beyond its reasonable control.

(h) Relationship. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and DTConnect.

(i) Export and Sanctions. You will comply with all applicable export control and sanctions laws in connection with your use of the Site.

(j) Notices. We may provide notice to you by posting on the Site or by email to any address you have provided. You may send notices to us at help@dtconnect.co.

16. Contact

Down To Connect Inc.
800 North King Street, Suite 304-3620
Wilmington, Delaware 19801
Email: help@dtconnect.co