Terms of Use

These Terms of Use and supplement Terms (collectively “Terms”) constitute a legally binding agreement (“Agreement”) between you (“Users”) and tipkit LLC, and its representatives, affiliates, officers and directors (collectively, “tipkit”, “we”, “us”, or “our”) governing your use of the tipkit application (“tipkit Platform”) and any related content or services, including mobile and/or web-based applications and/or integrations (collectively the “Services”).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In this Agreement, the words “including” and “include” mean “including, but not limited to.”

Your access and use of the Services constitute your agreement to be bound by these Terms, which establishes a contractual relationship between you and us. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. We may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Supplemental terms may apply to certain Services and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services.

We may amend the Terms related to the Services from time to time. Amendments will be effective upon the posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in our Privacy Policy located at https://tipkit.co/privacy-policy.

YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE HOUSEKEEPING, VALET OR BELL DESK SERVICES. OUR SERVICES MAY BE USED BY YOU TO FACILITATE CONTACTLESS TIPS FOR HOUSEKEEPERS, VALETS OR BELL DESK. YOU AGREE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR OTHER USERS WHO INTERACT THROUGH THE USE OF OUR SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

WE DO NOT GUARANTEE THE SUITABILITY, SAFETY OR ABILITY OF USERS. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE YOUR OWN SUITABILITY, SAFETY OR ABILITY TO USE OUR SERVICES AND ENGAGE WITH THE TIPKIT PLATFORM. WE WILL NOT PARTICIPATE IN DISPUTES BETWEEN YOU AND OTHER USERS. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO SITUATIONS INVOLVING OTHER USERS THAT ARE POTENTIALLY UNSAFE, OFFENSIVE, HARMFUL TO MINORS, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF SERVICES IS AT YOUR OWN RISK AND JUDGMENT. WE SHALL NOT HAVE ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR TRANSACTIONS OR RELATIONSHIP WITH OTHER USERS.

APPLICABILITY

By using our Services, you agree to comply with and be legally bound by these Terms and all other rules and policies we post from time to time whether or not you become a registered User of the Services. All Users of tipkit are required to register an account with us (“Account”). These Terms apply to all Users of the Services regardless of how you access or use the Services. Failure to use the Services in accordance with these Terms may subject you to severe civil and criminal penalties.

ELIGIBILITY

You represent and warrant that you are at least 18 years old. Otherwise, you’re not permitted to use the Service. We reserve the right to refuse to offer the Services to any person or entity and change eligibility criteria anytime. You are responsible for complying with all applicable laws, which may change from time to time without notice. The Services are offered for your personal use only.

THE TIPKIT PLATFORM

The tipkit Platform provides integrations for the service industry (“Clients”) to connect with service industry providers (“Service Providers”) to encourage digital gratuity opportunities. Clients and Service Providers using the tipkit Platform are collectively referred to herein as “Users.” The tipkit Platform does not include nor offer Hospitality Services.

FLSA Compliance

The company's software service ONLY involves processing tips on behalf of another company, (e.g., a hospitality business). Tipkit LLC does NOT keep any tips, record-keeping, nor has access to the client's business' payroll records on satisfying the law's requirements to the minimum wage or overtime obligations to its employees.

REGISTRATION

To use the Services as Users of tipkit, you will be required to register your Account. When you set up your Account and User profile, you must provide accurate and complete information. It is your responsibility to keep your Account information current. You are not permitted to do any of the following: (i) select or use as a Username a name of another person with the intent to impersonate that person; (ii) use as a Username a name subject to any rights of a person other than you without appropriate authorization; (iii) use, as a Username, a name that is otherwise offensive, vulgar or obscene. Do not use another person’s Account or registration information for the Services without permission, or publish, distribute or post login info for your Account. You are responsible for keeping your password secret. You must notify us immediately of any breach of security or unauthorized use of your Account. You may delete your Account by contacting us at hello@tipkit.co. We are not liable to you for any unauthorized disclosures of your Account information.

NETWORK ACCESS AND DEVICES

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. We do not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

TEXT MESSAGING

By engaging with our services, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from us at any time by emailing us at hello@tipkit.co. Generally, you may not opt-out of communications which are not promotional in nature. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.

U.S. SHORT CODE TERMS OF SERVICE

Tipkit’s white labeled short code conversational interfaces are designed to facilitate contactless tips to Users. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at hello@tipkit.co. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive messages for the duration of your parking reservation and as confirmation of a submitted contactless tip. There may be time to time that we offer discounts during events. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our privacy policy.

PROMOTIONAL CODES

We may, in our sole discretion, create promotional codes that may be redeemed for Account credit or other features or benefits related to the Services, subject to terms that we establish on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. We reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other User in the event that we determine or reasonably believe that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

Some Users can create promotional codes that may be redeemed for Account Credit or other features or benefits related to the Services. Users with this ability are limited to parking lot owners or managers. These promotional codes can be redeemed for discounted or free parking on parking locations. With these promotional codes, you also agree that these promo codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by us or the parking lot owner/ manager; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. We reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other User in the event that we determine or reasonably believe that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

CONTENT AND USER CONTENT

“Content” includes User photos and information, location information, videos, audio clips, written posts and comments, information, data, text, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. Content can be posted by us, third parties, or Users.

All Content that is added, created, uploaded, submitted, distributed, or posted to the Services by you or other Users is called “User Content.” Some User Content is publicly posted or privately transmitted. User Content is the sole responsibility of the originator. All Content that you access by using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. Sometimes, you may delete or remove your User Content, either yourself or through a request made through our website. When your User Content is deleted, it will be removed from the Services, but it may persist in backup copies for a reasonable period of time (but will not, following removal, be shared with others).

The format and content of the Services is protected by U.S. and international copyright. We reserve all rights in relation to our copyright (whether owned or licensed to us) and all rights are reserved to any of our registered and unregistered trademarks (whether owned or licensed to us) which appear on the Services. The Services or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose without our express written consent. You shall maintain, and not destroy or obscure, all copyright notices, information, and restrictions contained in any Content accessed through the Services for Content provided by us, our partners or Users.

We are not responsible for anything another User posts on the Services. We can’t promise that any Content will be made through the Services and we don’t have an obligation to monitor the Services. However, we reserve the right to (i) remove, edit or modify any Content whenever we want without notice to you for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms), or for no reason at all and (ii) to remove or block any Content from the Services.

LICENSE GRANTS

Subject to these Terms, we grant each User of the Services (including apps downloaded through third party services) a worldwide, non-exclusive, non-sublicensable and non-transferable license to use Content solely for personal, non-commercial purposes. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from us or from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, reverse engineer, decompile, or otherwise use or exploit the Service, including any of its individual components, any application, or Content, except as permitted by applicable law.

By submitting User Content through the Services, you grant us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Services and our business, including without limitation for promoting and redistributing part or all of the Services in any media formats and through any media channels (including, without limitation, APIs, third party websites and feeds). You also grant each User of the Site and/or the Services a non-exclusive license to access your User Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, these license grants to us and our Users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

PAYMENT

As a User, you understand and agree that use of the Services will result in payments by you for the purposes of gratuity. Charges may be inclusive of applicable taxes, where required by law. Charges will be inclusive of all software, convenience and processing fees. Charges paid by you are final and non-refundable, unless otherwise determined by us.

Users may use Services to provide digital gratuity to listed and approved personnel within the tipkit Application. As a User you understand that the use of our Services will result in payments by you. For Users, you agree to all applicable charges for the use of Services. Charges paid by you are final and non-refundable, unless otherwise determined by us.

All Charges are due immediately. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that we may request a secondary payment method to facilitate a successful Charge.

We also reserve the right to establish, remove, or revise processing fees that we charge to Users for use of the Services at any time in our sole discretion. We will use reasonable efforts to inform you of Fees that may apply, provided that you will be responsible for Fees incurred under your Charge regardless of your awareness of such Fees or the amounts thereof.

We may from time to time provide certain Users with promotional offers and discounts that may result in different Charges or Fees for the same or similar Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges or Fees applied to you.

TAXES

Tax regulations may require us to collect appropriate tax information from Users to withhold taxes from payouts. You are solely responsible for keeping the information in your tax forms current, complete and accurate. If you fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold payments to you (e.g. where you fail to provide us with a completed IRS Form W-9), we reserve the right in our sole discretion to withhold such amounts as required by law and terminate your Account.

If you earn more than $600 (or another amount prescribed by relevant tax authorities) from gratuity, we will send you a year-end IRS Form 1099 reflecting the amount earned. You may be required to pay income taxes based on the amount of income you received from the gratuity. You understand and agree that you are solely responsible for determining (i) your applicable tax reporting requirements, and (ii) the taxes that should be included, and for including taxes to be collected or obligations relating to applicable taxes in gratuity. You are also solely responsible for remitting to the relevant authority any taxes included or received by you. We cannot and do not offer tax-related advice to any Users. You agree that we may seek additional amounts from you in the event that the taxes collected or remitted are insufficient to fully discharge your obligations to the applicable tax authority.

TIPKIT TAX EXEMPTION AND UNCLAIMED MONEY

Users acknowledge that they may receive tips or gratuities in the course of using Services, and understand and agree that they are solely responsible for accurately reporting all tips and gratuities received during use of Services to the relevant tax authorities. We expressly disclaim any responsibility for the accurate reporting of tips by the Users. We are not responsible for providing tax advice or ensuring compliance with tax regulations regarding tip reporting or tip income. We shall not be held responsible for any tax obligations arising from the reporting or non-reporting of tips by the Users.

As a self-employed individual, using our onboarding platform, you are responsible for completing all required information for payment, tracking and reporting your income, including tips and appropriate taxes. We will use reasonable efforts to connect and inform you, if your collected information is not sufficient, or other advise received by us from a third party. If we don't have a reply from you, after 30 (thirty) business days, from our attempt to communicate with you, the amount payable as a gratuity or tip, will forfeit.

CANCELLATION AND REFUNDS

Cancellations and refunds are not applicable. All charges are final unless disputed by third parties.

COVENANTS

You are responsible for all of your activity in connection with the Services. We are not involved with the in-person interactions between Users. As a condition of use, you agree not to use the Services for any purpose that is prohibited by these Terms.

You covenant to Company that you will not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:

• (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy);
• (ii) you know is false, misleading, misrepresentative, untruthful or inaccurate;
• (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
• (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
• (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other info of ours or of any third party;
• (vi) impersonates any person or entity, including any of our employees or representatives;
• (vii) is used to stalk, harass or otherwise annoy any other User or collect or store information about any other User other than for the purposes of completing a transaction through the Services;
• (viii) offers any parking space to which you do not have legal rights;
• (ix) discloses any other User’s identification documents or sensitive financial information; or
• (x) encourages or assists a third party to engage in any of the foregoing.

Further, You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; (vii) otherwise take any action in violation of our guidelines and policies; or (viii) encourage or assist a third party to engage in any of the foregoing.

We reserve the right to access, read, preserve, and disclose any info as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of us, our Users and the public.

THIRD PARTY SERVICES

The Services may acquire information from third party services, such as Facebook, Foursquare, LinkedIn, X, and other social networks and internet sources (“Third Party Services”). The Services may permit you to link to and otherwise interact with third party resources on the Internet: you do so at your own risk. The Service may allow you to post geolocation data and other information to these Third Party Services. We don’t control these websites or applications. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any Third Party Services.

USER DISPUTES AND DISPUTE RESOLUTION

We are not responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between Users. Any dispute between you and another User must be resolved between yourselves as follows:

The parties agree that if any dispute arises between Users of the Services, related to the Services, the parties will attempt to resolve such dispute through direct communications for a period of 30 days. Any agreement reached between the parties may be paid directly by one party to the other. In the event that a dispute cannot be resolved directly it is agreed that either party may take whatever legal action it deems necessary and appropriate.

Any dispute between Users shall be governed by and construed in accordance with the laws of the state in which the Users are located, including its conflicts of law rules. The parties to the dispute agree that any dispute between them arising from or relating to the use of Services thereof shall be governed by the exclusive jurisdiction and venue of the state and federal courts of the county and state in which the Hotel is located.

Should Users contact their financial institution to chargeback/dispute a credit/debit card transaction for Charges, tipkit shall use all reasonable methods to resolve the disputes with the User. Tipkit shall comply with all requests for information from the merchant processor to resolve the dispute in the Client’s favor. If a dispute is settled in Users favor, the disputed funds plus any disputed transaction fees will be compensated by Client.

DISPUTES WITH TIPKIT AND DISPUTE RESOLUTION

To protect us, we may delay a withdrawal, in certain situations, including if we need to confirm whether or not payments to your account have been subject to a reversal (for example, as a result of a chargeback, bank reversal, or dispute by a buyer).

For any dispute between you and the tipkit:

You agree that 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 Services (collectively, “Disputes”) will be settled by binding arbitration between you and tipkit, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and tipkit are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and tipkit otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state defined by Users and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Unless you and tipkit otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and the Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section below as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Notwithstanding the provisions of the modification-related provisions above, if the Company changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing us written notice of such rejection by mail or hand delivery to: Tipkit LLC 433 Plaza Real, Suite 275, Boca Raton, FL 33432, or by email from the email address associated with your Account to hello@tipkit.co, within 30 days of the date such change became effective, as indicated in the “Last update” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and the Company in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms). For greater clarity, your access to the Services for purposes of reviewing updates to these Terms will not be deemed an acceptance of the updated Terms for purposes of rejecting the Dispute Resolution provision as contemplated herein.

RELEASE OF CLAIMS AGAINST COMPANY

All Users each hereby fully and forever release tipkit and its partners, employees, attorneys, agents, successors, representatives, shareholders, parent companies, subsidiaries, affiliated companies and assigns, jointly and severally (collectively, the “Company Parties”), and hereby fully and forever discharge and agree to hold tipkit’s Parties harmless from and against any and all claims and causes of action, in law or in equity, disputes, suits, debts, liens, rights, contracts, agreements, acts, promises, liabilities, obligations, demands, damages, losses, costs, fees (including, without limitation, those of attorneys) and expenses, of whatsoever kind or nature, whether known or unknown, suspected or unsuspected, which exist, may have existed or which may in the future exist between Users on the one hand and tipkit Parties, or any of them, on the other hand in connection with this agreement.

REPORTING MISCONDUCT

We take customer service and User experience very seriously. We love feedback. Therefore, we encourage you to leave detailed honest feedback about our Services and other Users. In the event that anything inappropriate, offensive, disturbing or potentially criminal happens, you must immediately report this and the responsible party to the local police. Then, please contact us with the name of the police station, the police report number, date and time of the incident, parties involved, and any other facts. Your report to us does not require us to take legal action or engage with any legal or governmental authorities on your behalf or incur any liability upon us to you or any other party.

TERMINATION

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all info associated with your Account. If you wish to terminate your Account, you may do so by contacting us or through the Account settings. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

WARRANTY DISCLAIMER

WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES INCURRED BY YOU ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.. WE DO NOT COMPLETE BACKGROUND CHECKS ON USERS OR MAKE ANY REPRESENTATIONS ABOUT THE LOCATION, SAFETY, OR QUALITY OF THE USERS. THE SERVICES AND CONTENT ARE PROVIDED “AS-IS”, “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

DISCLAIMER OF CONSEQUENTIAL DAMAGES

By using the services provided by Tipkit LLC, including but not limited to its digital tipping platform, you acknowledge and agree to the following terms and conditions:

• No Liability for Consequential Damages: To the extent permitted by applicable law, Tipkit LLC and its affiliates, partners, employees, officers, directors, and agents (collectively, “Company”) shall not be liable for any indirect, incidental, special, punitive, or consequential damages arising out of or in connection with your use of our services. This includes, but is not limited to, damages for lost profits, loss of revenue, loss of data, or any other financial or business losses, whether such damages arise from breach of contract, tort, negligence, or any other legal theory, even if the Company has been advised of the possibility of such damages.
• Limitation of Liability: In no event shall the total liability of the Company for any claim arising from or related to your use of the services exceed the amount you paid to the Company in the 12 (twelve) months immediately preceding the event that gave rise to the claim.
• Use of Service at Your Own Risk: You understand and agree that the use of Tipkit’s digital tipping platform and associated services is at your sole risk. The services are provided “as is” and “as available” without any warranty, express or implied, including without limitation the implied warranties of merchantability or non-infringement.
• No Warranty for Service Interruptions: The Company does not guarantee uninterrupted access to its services and will not be responsible for any loss or damage resulting from service interruptions, including but not limited to delays in transactions, errors in tipping, or technical issues.
• Indemnification: You agree to indemnify, defend, and hold harmless Tipkit and its affiliates, employees, officers, and agents from any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from your use of the services, including any violation of this disclaimer.

GENERAL TERMS

• Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, including its conflicts of law rules. You agree that any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Delaware. The foregoing will not apply to disputes between Users.
• Entire Agreement and Severability: These Terms are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to the Services. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
• Force Majeure: We shall not be liable for any failure to perform any obligations where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
• Assignment: These Terms are personal to you and are not assignable, transferable, or sub-licensable by you except with our prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without consent.
• Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other in any respect.
• Notices: Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next-day delivery by a recognized overnight delivery service. Electronic notices should be sent to hello@tipkit.co.
• No Waiver: All waivers must be in writing through one of our authorized representatives. If either party fails to exercise any rights, this is not deemed a waiver of any further rights hereunder.