Terms of Service and Contest Rules

1. Acceptance of Terms

By creating an account, accessing, uploading to, voting on, or otherwise using the website and services provided by ShowAndTell, Inc. DBA Avora ("Avora," "we," or "us") (the "Service"), you agree to be bound by these Terms of Service (the "Terms"). If you do not agree to these Terms, you must strictly prohibit yourself from using the Service.

2. Eligibility

2.1 Age Requirement: You must be at least 18 years old to use the Service.

2.2 Contest Eligibility: To participate in the Contest for prizes, you must be a resident of a jurisdiction where such skill-based contests are not prohibited by law. Employees of Avora, its affiliates, and their immediate families are not eligible to receive prizes.

3. User Submissions and License

3.1 Ownership: You retain all ownership rights to the code, audio, and visual assets you upload to the Service ("Submissions").

3.2 License Grant: By uploading a Submission, you grant Avora a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and sublicensable license to display, run, reproduce, distribute, adapt, and promote your Submission in connection with the Service and its marketing.

3.3 User Warranties: You represent and warrant that:

• (a) You own the rights to your Submission or have the necessary licenses to use all content therein (including audio copyright).
• (b) Your Submission does not contain any viruses, malware, spyware, ransomware, crypto-miners, tracking pixels, or obfuscated exploits.
• (c) Your Submission does not violate the intellectual property rights, privacy rights, or publicity rights of any third party.

3.4 Right to Remove: We reserve the right, at our sole and absolute discretion, to remove any Submission at any time, for any reason, without notice or liability to you, particularly if we suspect a security risk or a violation of these Terms.

4. The Contest and Elo Rating System

4.1 Winner Determination: Winners are determined by a dynamic "Elo" rating system based on peer-to-peer voting matchups. The "Winners" (e.g., Top 3) will be defined strictly as the users holding the highest numeric Elo ratings recorded in the Company's server-side database at the designated Snapshot Time announced for each contest period.

4.2 Data Finality: You acknowledge that due to potential internet latency, local caching, or browser discrepancies, the rating displayed on your personal device may differ from the official record. The Company's server-side database record is the sole, final, and binding authority for all ranking and prize determinations.

4.3 Prizes: All prizes are awarded "AS IS" and without warranty of any kind, express or implied. Winners are solely responsible for all applicable federal, state, and local taxes associated with the receipt or use of any prize.

5. Voting Integrity and Prohibited Conduct

5.1 Fair Play: To ensure the integrity of the Contest, you agree NOT to:

• (a) Use bots, scripts, macros, spiders, or automated systems to cast votes or interact with the Service.
• (b) Create multiple accounts ("sock-puppeting," "smurfing") for the purpose of manipulating ratings.
• (c) Engage in organized collusion, "vote trading," or "brigading" to artificially inflate or deflate specific Submissions.

5.2 Disqualification (Good Faith Standard): We reserve the right to disqualify any entrant, ban any user, or void specific votes where we have a good-faith belief and reasonable suspicion that the entrant has manipulated the voting system, violated these Terms, or acted in an unsportsmanlike manner. We will document our internal evidence for such decisions but are not obligated to disclose proprietary detection methods or proof to the user.

6. Security Reporting and Safe Harbor

6.1 Reporting Protocol: If you discover a Submission that you believe contains malicious code or violates security standards, you must report it immediately to founders@tryshowandtell.com with the subject line "Security Flag."

6.2 Safe Harbor: Upon receipt of a properly formatted security report, the Company agrees to use commercially reasonable efforts to suspend, isolate, or sandbox the flagged Submission within 24 hours pending investigation. Your adherence to this specific reporting mechanism is a prerequisite for any claim of negligence regarding malicious content.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

7.1 Disclaimer of Warranties: THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2 Cap on Damages: YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED FREE OF CHARGE. THEREFORE, YOU AGREE THAT AVORA'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

7.3 No Consequential Damages: IN NO EVENT SHALL AVORA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR "CHANCE TO WIN," EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

You agree to defend, indemnify, and hold harmless Avora, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

• (a) Your access to or use of the Service;
• (b) Your violation of these Terms;
• (c) Any damage caused to a third party by your Submission (including but not limited to malware infection or copyright infringement);
• (d) Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right.

9. Dispute Resolution

9.1 Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Service or the Contest (collectively, "Disputes"), shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Consumer Arbitration Rules. The arbitration will be conducted in San Francisco, California before a single arbitrator. You explicitly waive the right to a trial by jury.

9.2 Class Action Waiver: You and Avora agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

9.3 Right to Opt-Out: You may opt out of this arbitration agreement within thirty (30) days of your first acceptance of these Terms by sending a written notice to founders@tryshowandtell.com. If you do not opt out within this period, you shall be bound to arbitrate disputes in accordance with these Terms.

10. General Provisions

10.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

10.2 Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

10.3 Entire Agreement: These Terms constitute the entire and exclusive understanding and agreement between you and Avora regarding the Service and supersede and replace any and all prior oral or written understandings or agreements.