Valid as of September 05, 2017
This User Agreement ("Agreement") is a contract between you and TIPBx, Inc. ("Company") and applies to your use of TIPBx® products and services and any other TIPBx® features, technologies, and/or functionalities offered by Company on our website or through any other means (the "TIPBx Services").
THIRD PARTY AGREEMENTS
You acknowledge and agree that this Agreement is between you and Company, not with any third party (including, but not limited to, Apple®, Google®, or any mobile carrier), and that Company is solely responsible for the TIPBx Services. Your use of the TIPBx Services may be subject to separate agreements you may enter into with your mobile device operating system provider (e.g., Apple, Google or Microsoft®), your mobile device manufacturer (e.g., Apple, Samsung®), your mobile service carrier (e.g., AT&T® or Verizon®), and other parties involved in providing your mobile device service. Third party operating system providers such as Apple or Google, your phone or other mobile device manufacturer, your wireless carrier or other network provider, any other product or service provider related to your mobile device service are collectively referred to as "Covered Third Parties." You agree to comply with all applicable third party terms of agreement when using the TIPBx Services. Company is not a party to those agreements and has no responsibility for the products and services provided by third parties.
Please note that Company has opened its TIPBx application programming interface ("API"), so you may be subject to agreements with third parties when using a service that was not created by Company. Company has no liability or responsibility for your use of these third-party services.
1. Software License Grant
Your Device’s operating system must be operating according to vendor / licensor / carrier specifications and it may not be hacked or jail-broken or otherwise crippled in any way. You must be the rightful user of your Device. TIPBx assumes no liability whatsoever from compromised or unlicensed Devices running the TIPBx app.
2. Limitations on TIPBx Mobile Application Use
- use the TIPBx app in any form other than object code form;
- decompile, reverse engineer, or otherwise seek or utilize any expression of the TIPBx app in other than object code form;
- copy the TIPBx app or any part thereof (including without limitation reproduction of screenshots of the operation thereof);
- alter or otherwise modify the TIPBx app, or any part thereof for any purpose;
- sub-license, or assign the use of the TIPBx app to any third party;
- publish the TIPBx app software for any purpose;
- use the TIPBx app for any purpose that is a breach of laws applicable in the jurisdiction where you reside or those of the United States;
- load any images or other User Data into the Service that contains any intellectual property that does not belong to you; or
- use the TIPBx in a manner that furthers discrimination on the basis of race, color, creed, religion, national origin, sex, gender, age, marital status, ability, veteran status or sexual orientation.
- layer another app on top of TIPBx to screen scrape or otherwise indirectly access the TIPBx app or retrieve or use User Data that may be present in the TIPBx app.
If the License is on a trial basis, then it is limited to the trial period and other restrictions may apply to a trial period, such as limited functionality. Those restrictions may be described at www.TIPBx.com (the “Site”).
Use of the Services may be subject to payment of Fees described below.
TIPBx provides to you a unique and private Account accessible through the Service. The Account shall be a record of your Transactions and Fees, if any. TIPBx shall provide you with access to the Account. User may not disclose such codes or passwords or permit anyone else to use the Account. If you disclose the codes or passwords or permit anyone else to use them, we can terminate your Account. User assumes full responsibility for the use of its Account and its access and shall indemnify TIPBx for any and all claims, losses or other liabilities arising from the Account. Except as necessary to deliver the Services or comply with the law, TIPBx shall not grant any third-party access to your Account.
- Eligibility and Account Registration. To be eligible to use the TIPBx Services, you must be a resident of the United States, be 18 years or older, use the TIPBx Services in the United States, and create an account with a cellular/wireless telephone number that you own and a valid email address. In order to register, create and use an account, Company may require that you submit certain Personal Information, including but not limited to your name, email address, text-enabled cellular/wireless telephone number, street address or zip code, date of birth, social security number credit card information, bank account information, your picture, favorite Recipients, app preferences, pictures, videos, other customizable fields, to Company. During the registration process, or when you access the TIPBx Services from a phone, your phone's device ID internet protocol address of your Device, hardware configuration of your Device, including unique identifiers of the hardware, firmware, or operating system and Service preferences (“User Data”) is also stored. By using the Service, you allow us to collect, store and use all this information concerning you. You agree that the Personal Information you provide to Company upon registration and at all other times will be true, accurate, current, and complete, and you agree to maintain and update this Personal Information with us as necessary.
- Identity Authentication. You hereby authorize Company, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity and account information and, for business accounts, your company or employer. This may include asking you for further information and/or documentation about your account usage or identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources. This process is for internal verification purposes.
- Transaction History. You have the right to receive an account statement. You may view your account statement by logging into your TIPBx account.
4. Prohibited Users
The following people are not allowed to use the Services: (i) people who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) people who are less than eighteen (18) years of age; (iii) people who already had an Account that was terminated for cause; and (iv) people who do not have a United States zip code.
5. Legal Compliance
You are solely responsible for ensuring that your use of the TIPBx Services is in conformance with applicable federal, state and local laws and regulations. By using the TIPBx Services, you warrant and represent 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.
- Your Liability. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Company, a TIPBx user, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the TIPBx Services. You agree to reimburse Company, a user, or a third party for any and all such liability.
You acknowledge that you are responsible for the accuracy of all payments sent using the TIPBx Services, including but not limited to the accuracy of the amount paid and the recipient. Company shall not be responsible or in any way held liable due to inaccurate payments, including but not limited to sending an incorrect amount of money or sending money to an incorrect recipient.
- Actions by Company. If we have reason to believe that you have engaged in any restricted activities, made excessive or unexplainable transactions, violated any parts of this Agreement or provided any incorrect information, we may take various actions to protect Company, another TIPBx user, a third party, or you from reversals, chargebacks, claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
- We may close, suspend, or limit your access to your account or the TIPBx Services (such as limiting access to any of your funding sources, and your ability to send money, make withdrawals, or remove financial information);
- we may contact users who have sent you money, contact your bank or credit card issuer, and warn other users, law enforcement, or impacted third parties of your actions;
- may update inaccurate information you provided us;
- we may refuse to provide our TIPBx Services to you in the future;
- we may hold your funds for up to 180 days if reasonably needed to protect against the risk of liability; and
- we may take legal action against you.
Company, in its sole discretion, reserves the right to terminate this Agreement, access to its website, or access to the Service for any reason and at any time upon notice to you and payment to you of any unrestricted funds held in custody for you.
- Account Closure, Termination of Service, or Limited Account Access. If we limit or close your account or terminate your use of our Services for any reason, you may contact us and request restoration of access if appropriate. However, if we deem you violated this Agreement, restoration is at our sole discretion.
You may stop using the TIPBx Services at any time or may close your accounts by contacting us. Company, in its sole discretion, reserves the right to terminate the TIPBx Services, to terminate this Agreement, or to terminate your access to the TIPBx Services for any reason and at any time. If we terminate or limit your use of our TIPBx Services for any reason, we will use commercially reasonable efforts to provide you with notice of our actions.
- Policy Violation - User Fines. If Company incurs any damages because you violate our policies, break any laws, or otherwise cause Company to suffer any damages or incur any expenses then we may hold your funds up to 180 days, fine you for each such violation and take legal action against you to recover additional losses, investigation costs, fines, or legal fees we may incur. You acknowledge and agree that a fine of US $4,000.00 for violations of our Agreement is presently a reasonable minimum estimate of Company's damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to Company that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. Company may deduct such fines directly from any existing balance in the offending account, or any other TIPBx account you control.
- Release of Company. If you have a dispute with one or more users relating to payment, Company is not responsible for any such dispute and you hereby release Company (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
- Tipper and Recipient may be parties to separate formal or informal agreement, that is, an agreement of service or sale (here forward called a “Purchase Agreement”). For example, a street vendor engages in an oral Purchase Agreement (an informal contract) to sell you food under this contract. TIPBx is not a party to your Purchase Agreements. Any claim derived from the Purchase Agreement and related to the goods or services delivered under that agreement must be made directly against the other party directly involved in the transaction and party to your Purchase Agreement. You agree that TIPBx is engaged in a separate agreement and TIPBx is party only to facilitate the collection Tips for Recipients from Tippers. You agree that TIPBx is not party to any dispute or claim made in to a separate Purchase Agreement
6. Account Balances
- Balances. You do not need to maintain a balance in your account to make payments. If you do hold a balance, Company will hold your funds separate from its corporate funds in an Account-in-Trust, will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make your funds available to its creditors in the event of bankruptcy. While your funds are in our custody, Company will combine your funds with the funds of other users and place those pooled accounts in one or more bank accounts in Company's name.
Company is not a bank or other chartered depository institution. Funds held by Company or its service providers (including any bank service providers) in connection with the processing of transactions are not deposit obligations and are not insured for the benefit of the user by the Federal Deposit Insurance Corporation or any other governmental agency. Funds held in balance are an ancillary function of enabling money transmission and not for other benefit.
- Assignment of Interest to Company. You agree that you will not receive interest or other earnings on the funds that Company handles and places in pooled accounts. Company does not typically receive interest on funds held for its users. However, in consideration for your use of the service, you irrevocably transfer and assign to Company any ownership right that you may have in any interest that may accrue on funds held in pooled accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Company any ownership right to the principal of the funds you maintain with Company.
7. Data Collection and Access.
BY USING THE APP AND ACCESSING THE SERVICES, YOU ALLOW TIPBx A RIGHT TO COLLECT, STORE, USE AND DISTRIBUTE USER DATA AS PER THE TERMS OF THIS AGREEMENT AND YOUR INSTRUCTIONS THROUGH THE APP. User Data will be stored on servers controlled by TIPBx. You agreee that TIPBx may use anonymized, aggregate User Data for its own internal purposes or for the purposes of analyzing its needs and promoting the TIPBx app to third-parties. You agree that the content and accuracy of all your User Data is your responsibility. Your User Data must valid and accurate for the proper operation of the Services and the TIPBx app. You agree that you will maintain accurate User Data for compliance with both Federal and State regulation.
TIPBx can reject or edit User Data, if its distasteful or appears to breach someone else’s intellectual property rights as reasonably determined by us. We make no representation or warranty regarding the removal of User Data from the Services.
TIPBx will use commercially reasonable efforts to secure such User Data from unauthorized access.
TIPBx can use your name and email address for marketing purposes, including but not limited to, contacting you directly for services, or passing your information to others for marketing of related services or products.
8. TIPBx Regulatory Status
The TIPBx Services allow you to make payments to and accept payments from third parties. You may use the TIPBx Services on your mobile device.
TIPBx, Inc. provides a marketplace for Tippers and Tipees to discover each other within the TIPBx closed network for the purposes of transmitting tip payments from Tippers to Tipees using the TIPBx, Inc. platformm, pursuant to TIPBx, Inc.’s licenses.
See http://www.TIPBx.com/legal/ for additional information and for disclosures that Company is required to post by certain jurisdictions. Company has no responsibility for the actions of your transfer recipient or for the subject of the transfer. We do not guarantee the identity of any user of the TIPBx Services or that a sender or a recipient can or will complete a transaction.
TIPBx is (i) licensor of the License; (ii) provider of the Service; and (iii) a payment facilitation / bill processing Service that acts as agent of Recipient in the receipt of Transaction payment instructions pursuant to the terms of this Agreement. Transaction funds are not insured by TIPBx or any third party, except the Federal
Deposit Insurance Corporation, to the extent that an ordinary commercial bank account benefits from its insurance.
9. Payment & Tip Transactions
As a User, you must accept this Agreement, install the TIPBx app on your Device and then configure the TIPBx app according to your preferences. All Users can be Tippers, Recipients or both.
After accepting this Agreement, installing the TIPBx app and configuring your preferences, you permit TIPBx the right to discover your location for the purposes of providing tip payment transactions services to you, which payments will be received as a personal payment by you from the Tipper and settled to you under the User Terms. If you upload your picture into the Service as a Recipient, then you are allowing us to make that picture available to potential Tippers in your geographic area using your geolocation User Data and the Tippers respective data. When a Tipper has made a payment transaction, it will be processed as under the terms of the User Terms. Tippers will be allowed to sort through images of local Recipients and find you by your image and, if they want, Tip you through the Service.
You may provide additional permissions in your User configuration to allow a Tipper to text search for you as a Recipient by name, email address, or by phone number that you may provide to the Tipper. When a Tipper has made a payment transaction, it will be processed as under the terms of the User Terms.
- Sending Limits. We may, at our discretion, impose limits on the amount of money you can send or receive through the TIPBx Services. Please see our FAQs for more details on limits. If we have authenticated your identity, we may increase your sending and/or receiving limits. These limits may change from time to time in Company’s sole discretion. You may not send money to your own account.
- Default Funding Sources. Your TIPBx balance consists of the funds you have in your TIPBx account that are available for new transfers and are not subject to pending transfers (aka pending payments). When you make a payment through the TIPBx Services, we first see if your TIPBx balance can cover the transaction. You can also fund payments with a bank account, debit card or credit card, designating one of these to be your primary funding source. We always use your TIPBx balance first if the balance is sufficient to cover your payment. If there is not enough money available in your TIPBx balance to cover the transaction, we use your designated primary funding source to make the payment in its entirety. If you don't want to use your balance, you can withdraw it at any time. If your balance is not used within 90 days we may remind you to withdraw funds or return the funds to your attached bank account.
- Funding Source Limitations. To manage risk, Company may limit the funding sources available for your use to fund any transaction. For example, we may limit your funding sources for a specific transaction to debit cards or your checking account. Please note that the various funding sources have different dispute resolution rights and procedures in the event your transaction turns out to be unsatisfactory. Your dispute rights are determined by the funding source used to fund your transaction.
- Bank Transfers. When your checking account is used as your funding source, you are requesting that we initiate on your behalf an electronic transfer from your bank account. For these transactions, Company will make electronic transfers (via the Automated Clearing House ("ACH") of NACHA - The Electronic Payment Association ("NACHA")) from your bank account in the amount you specify. You agree that such requests constitute your authorization to Company to make the ACH transfer, and once you have provided your authorization for the transfer, you will not be able to cancel the electronic transfer and Company may resubmit any ACH debit you authorized that is returned for insufficient or uncollected funds, except as otherwise provided by NACHA's ACH rules (collectively, the "ACH Rules"), or applicable law.
- Refused and Refunded Transactions. During our trial period ("Beta"), when you send money, the recipient is required to accept it. At all other times, when you send money, the recipient is not required to accept it. You agree that you will not hold Company liable for any damages resulting from a recipient's decision not to accept a payment made through the TIPBx Services. If a recipient of funds is not a TIPBx user and does not register for the TIPBx Services, Company will return your funds in 30 days. If the recipient does not register, set up an email address or mobile number and accept the transfer within 30 days, the transaction will be refunded. During this period, your funds will automatically be debited for the amount of the transfer and the applicable fee, if any, from your account, and credited into the recipient's temporary user account. We will return any unclaimed, refunded or denied payment within 30 days of the date you initiate payment. If a payment is unclaimed, denied or refunded for any reason, we will return the money to your balance or to the original funding source minus the transaction processing fee.
- Item Hold. Company, in its sole discretion, may place a hold on a payment you receive for a transaction when Company believes there may be a high level of risk associated with the transaction. If Company places a hold on your payment, it will show as "pending" in your TIPBx account.
- Debit Card Processing. Company will process your debit card-funded transactions through either the debit card's ATM debit network or the Visa/MasterCard network, as Company may elect at its discretion.
- Credit Card Information. If your credit card account number changes or your credit card expiration date changes, we may acquire that information from our financial services partner and update your account accordingly.
- Laws of Tipping: Each state has its own laws concerning tipping. You must comply with those laws. The use of the TIPBx app does not grant you a license or permission to defy the law in each respective jurisdiction.
10. Liability of Company for Failure to Complete Transfers
If Company does not complete a transfer to or from your account, or using your saved payment information, on time or in the correct amount according to this Agreement, Company will be liable for your losses or damages to the extent required by law. Company will not be liable:
- If, through no fault of Company's, you do not have enough money in your balance, and Company is unable to charge the transaction to your linked credit card, for reasons including but not limited to you exceeding any applicable credit limit;
- the funds in your account are subject to legal process or other encumbrance restricting their use;
- If the TIPBx Services were not working properly and you knew about the breakdown when you started the transfer;
- If the failure results from a failure of a financial institution that issues the credit card or debit card linked to your account, or Company is unable to access a linked credit card for any reason other than due to Company's fault;
- If you provided inaccurate or incomplete information regarding the transfer;
- If the transfer appears suspicious, fraudulent, or unauthorized, and Company cannot confirm that it is a legitimate transfer, or if the account of either user involved in the transfer is under investigation by Company or if the transfer is or appears to be prohibited by any applicable law or rules
11. Refunds, Returns and Chargebacks
All Tip Transactions, for which there is a Recipient that has an open and valid Account that was opened within the delay described above, are final and irrevocable.
When you fund your account from one of your funding sources, you are liable to Company for the full amount of the payment plus any fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment, plus applicable fees if you lose a claim or a chargeback, or if there is a reversal of the payment. If you later dispute the payment or file a claim for a chargeback, the debit or credit card issuer or the originating bank, not Company, will determine whether the dispute is valid.
- Chargeback. If a Tip Transaction is processed by Processor but is subsequently chargedback or rejected for processing, TIPBx may recover such failed charge and reverse the related transaction plus any fees that may be assessed by Processor.
- Negative Balances. If the balance in your account is negative for any reason, Company may set off the negative balance by deducting amounts you owe Company from money you receive into your account, or money you attempt to withdraw or send from your account. You agree to allow Company to recover any amounts due to Company by debiting your balance. If there are insufficient funds in your balance to cover your liability, you agree to reimburse Company through other means. If Company is unable to recover the funds from your primary funding source, Company may attempt to contact you, Company may recover the funds from your alternate funding sources, or may take other legal actions to collect the amount due, to the extent allowed by applicable law.
- Setoff of Past Due Amounts. If you have a negative balance or other past due amount to Company, Company may make attempts on your funding source to cover the amounts. If Company is unable to recover the funds from your primary funding source, Company may attempt to contact you, Company may recover the funds from your alternate funding sources, or may take other legal actions to collect any amounts that are more than 14 days past due, to the extent allowed by applicable law.
- Security Interest. To secure your performance of this Agreement, you hereby grant to Company a lien on and security interest in your account and agree to execute any further documentation to perfect these Company rights.
12. Fees & Taxes
Including any limited trial period posted at www.TIPBx.com, the License to use the TIPBx mobile application, access your profile data, and transaction history from your device is free of charge.
- The use of TIPBx payment services may be subject to your payment of fees as set out on www.TIPBx.com (the “Fees”). Fees are subject to change by notice through the TIPBx app or the Site; your continued use of the TIPBx app for thirty (30) days following any such notice shall be your implicit acceptance of the change in Fees. If you haven’t used the app for more than thirty (30) days, you’ll see the notices that have been sent to you through the app the next time you use it. The Fees shall be in addition to any other fees for which you may be liable to the TIPBx under other agreements with the TIPBx.
- It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Company is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
13. Withdrawing Money
- How to Withdraw Money. You may withdraw funds from your TIPBx account by electronically transferring them to your bank account. We may provide limited withdrawals to debit card depending on what product is enabled and approved on your account.
- Withdrawal Limits. Please see our FAQsfor more details on limits, including any applicable withdrawal limits. We reserve the right to delay withdrawals while we screen for risk, or request you provide additional information to verify your identity and we may limit the amount you can withdraw until the information is verified.
- Transfers to Your Linked Financial Institution Accounts. When you transfer money from your TIPBx balance to your linked financial institution account(s), the ACH Rules will govern the transfer.
14. Your Representations and Warranties.
It is agreed between the parties that performance by TIPBx hereunder, regardless of whether your representations, warranties and covenants are fulfilled or not, shall in no manner whatsoever waive the benefit, to TIPBx, of any of your representations, warranties and covenants. You hereby warrant and covenant to TIPBx that:
- Duly Constituted. You have legal capacity to enter into this Agreement and perform its obligations hereunder. If required to do so by applicable law, you are registered as a business in every jurisdiction where you carry on business. You are sober;
- Duly authorized. You are an individual, you are over the age of 18. Acceptance and performance by the you does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws or regulations to which you are subject. For example, if you are a waiter at a restaurant and want to be a Recipient, you have all necessary consents from your employer to accept Tips with TIPBx at your place of work;
- Notice of Defects. You will immediately advise TIPBx in writing of defects in your products or services under the Purchaser Agreement or any claim or threatened claim against you in relation to them. You will also immediately notify TIPBx of any defects in its Services;
- Compliance with Laws. You will perform under his Agreement in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations, including but not limited to all laws and regulations applicable in the jurisdiction where you reside, and the United States. You shall not use the TIPBx app to sell or promote or otherwise facilitate pornography, gambling, casinos, or any Prohibited Activity, whether online or otherwise;
- User Data Capture Consent. You will not upload any image or other User Data for which you have not first obtained consent from the subject of such information. All images and User Data belong to you and to no one else, subject to our rights to collect, store, use and disclose them as described in this Agreement.
15. Disclaimers of Warranty; Damages Exclusions
Unless otherwise prohibited by law, you assume all responsibility for your use of the TIPBx Services and use them at your own risk. To the fullest extent permissible under applicable law, all such representations, warranties, guarantees and conditions are disclaimed, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, noninfringement of intellectual property rights, or other terms which might otherwise be implied by statute, common law or in equity. Company does not warrant that the services will be uninterrupted or error-free, that defects will be corrected, or that the services, or the servers that process information for the services, are free of viruses, bugs or other harmful components. On behalf of Company, Covered Third Parties, and each of our respective affiliates, vendors, agents and suppliers, Company makes the following disclaimers set forth in this section: the services are provided on an "as is", "as available" and "with all faults" basis, without any representations, warranties, guarantees, or conditions of any kind, express, implied or statutory, including, but not limited to, any warranty as to the use or operation of the services, or the information, content or other materials related to the services, whether provided by Company or any of the Covered Third Parties. Neither Company nor any of the Covered Third Parties warrant nor make any representations regarding the use or the results of the services in terms of correctness, accuracy, timeliness, reliability, or otherwise. You assume the entire cost of all necessary maintenance, repair, or correction to any equipment you use in accessing any of the services, including, but not limited to, your mobile phone or other device.
COMPANY IS NOT LIABLE FOR THE CONSEQUENCES OF YOU CHOOSING TO SHARE ANY PAYMENT DETAILS ON SOCIAL MEDIA OR WITHIN THE TIPBx SERVICES, AND YOU AGREE TO HOLD COMPANY HARMLESS AND INDEMNIFY COMPANY FROM ANY LIABILITY arising from the actions or inactions of any external social media network in connection with the permissions you grant to the external social media network.
Neither Company, the Covered Third Parties nor any of their respective affiliates, vendors, agents or suppliers will be liable for, and you agree not to seek against any of the foregoing, any damages of any kind arising from the use of the services, including, but not limited to, indirect, special, incidental, punitive, exemplary, consequential damages or damages resulting from the use of service, loss of use of the service, lost data, lost profits, or business interruption arising out of or in any way connected with the use of the services, any delays in the services, or the inability to use the services, or any portion thereof, whether based on contract, tort, negligence, strict liability or otherwise, even if all or any of us have been advised of the possibility of such damages and even if any remedy fails of its essential purpose.
Company does not have any control over any products or services that are paid for with our services and Company cannot ensure that any party you are dealing with will actually complete the transaction or is authorized to do so.
Company will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Company makes no representations or warranties regarding the amount of time needed to complete processing because Company is dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OF CERTAIN DAMAGES, SO THE ABOVE DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
16. Confidential Information
You agree that, during the term hereof and for a period of two (2) years thereafter neither you nor any of your affiliates will directly or indirectly disclose any Confidential Information. For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to TIPBx and any of its affiliates, operations, employees, agents, products or Services, clients, customers or potential customers, merchants or other Users. Confidential Information shall include, without limitation, client lists, all agreements and all parts thereof, financial or other data in any format, computer access codes, instruction and/or procedural manuals, Transaction information, human resource or personnel information, business strategies and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. Upon any termination hereof, you shall return all Confidential Information in your possession to TIPBx.
You shall defend, indemnify and hold harmless TIPBx, Processor, other Users and their respective directors, officers, employees, agents, assigns, and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of or resulting from (i) your performance under this Agreement including, without limitation, performance, nonperformance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you, or any breach of any representation and warranty you have made herein; (ii) the negligent or willful acts or omissions of you or your agents and/or employees; and (iii) any statements, claims, representations or warranties made by you or your agents and/or employees, relating to any products or services that you may offer or any other matter.
18. Limitations on Liability
Except as otherwise EXPRESSLY provided in this agreement, and to the extent permissible under applicable law, Company's cumulative liability to you for any claims or damages arising out of or related to your use of the TIPBx Services shall not exceed the greater of the fee you paid to Company for the use of the TIPBx Services or $1.00 USD.
These limitations on liability apply to: anything related to a service or any application or content made available through any such service; and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. These limitations on liability also apply even if: repair, replacement or a refund for the service does not fully compensate you for any losses; or Company or a Covered Third Party knew or should have known about the possibility of the damages.
These limitations on liability will apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose.
Some states or other jurisdictions do not allow the limitation of liability so the foregoing limitations may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
19. Term and Termination
- The term of this Agreement shall begin as of the date when you first install the TIPBx app on your Device and shall end thirty (30) days thereafter, after which it shall be automatically renewed for additional and successive thirty (30) day terms until terminated in accordance with the terms hereof.
- TIPBx may terminate this Agreement at any time with notice to you which may, in TIPBx’s sole discretion, be posted at www.TIPBx.com. Either party may terminate this Agreement on thirty (30) days’ notice prior to the end of the then current term. Either party may terminate this Agreement in the event that the other party is in material breach hereof and such breach is not cured within thirty (30) days of notice of such breach.
If any information provided by you is found by TIPBx to be inaccurate or false, or your use of the Services or Account places TIPBx under excessive security, financial or reputational risk, TIPBx may immediately suspend or terminate the Services or cause its Vendors to do the same, as the case may be.
- Modification or Termination of Service. TIPBx reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the TIPBx app (or any part thereof) with or without notice. You agree that TIPBx shall not be liable to you or to any third party for any modification, suspension or discontinuance of the TIPBx app. TIPBx shall be under no obligation to continue providing any of the TIPBx app Services and may terminate the License for you at its sole discretion and without penalty on five (5) days’ notice through the TIPBx app or at www.TIPBx.com.
20. Mobile Applications
- Third Party Operating System Providers, Phone Manufacturers, and Wireless Carriers. The TIPBx mobile application works on an application linked to a particular device and operating system, such as Apple's iOS operating system. Company is solely responsible for providing maintenance and support services for the TIPBx Services. Covered Third Parties have no obligation to provide maintenance or support services for the TIPBx Services. Covered Third Parties have no warranty obligations whatsoever with respect to the TIPBx Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the TIPBx Services to conform to any warranty provided by Company, if any, will be Company's sole responsibility. Company, and not the Covered Third Parties, is responsible for addressing any claims relating to the TIPBx Services, including, but not limited to: (i) product liability claims; (ii) any claim that the TIPBx Services fail to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and (iv) intellectual property claims. Please see the Contact Us section below for how to contact Company. If you are using the TIPBx Services on an Apple device, you acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary. Such rights may also accrue to other handset manufacturers and operating systems which participate in the Services.
- Services via SMS or Mobile Data. The TIPBx Services allow you to send and receive payments through your mobile phone via SMS or mobile data plan. If you use the Services on your mobile phone, you are responsible for any fees that your phone service provider charges for SMS, data services, etc. Your phone service provider is not the provider of the TIPBx Services.
You acknowledge and agree that we will provide the notice to you in accordance with our Consent to Receive Electronic Disclosure Policy. If you do not consent or at any time withdraw your consent to receive electronic notices from us, we reserve the right to close your accounts.
- Business Days. “Business Days” means Monday through Friday, excluding Holidays. “Holidays” means New Year's Day (January 1), Birthday of Martin Luther King, Jr. (the third Monday in January), Washington's Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25).If a Holiday falls on a Saturday, Company shall observe the Holiday on the prior Friday. If the Holiday falls on a Sunday, Company shall observe the Holiday on the following Monday.
- Notices to Company. Notice to Company must be sent by postal mail to: TIPBx, Inc., Attention: Legal Department, 3145 Geary Blvd, #749, San Francisco, CA 94118.
- Independent Contractor. Neither party has any right to create any obligations on the part of the other party, without the other's prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as agents or employees of one another or as authorizing either party to obligate the other in any manner. You shall not (1) bind TIPBx to any contract or agreement, (2) incur any obligation on behalf of TIPBx, (3) release, assign or transfer any agreement, claim, security or any other asset of TIPBx, (4) borrow or lend any money in the name of TIPBx, or (5) submit to any claim or liability related to the Services, allow judgment to be taken or confessed against TIPBx. You, being an independent contractor, shall not receive as compensation, or be reimbursed, for any of the following: (i) work materials that you may use in performing hereunder, (ii) business facilities, telephone, automobile or any other equipment, (iii) any employee benefit, (iv) reimbursement for any other cost or expense incurred by you in its promotion of the Services hereunder.
- Amendments to this Agreement. From time to time TIPBx will post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, on the Site accessible through the TIPBx app. If the amendment or revision is required in orderfor TIPBx and the TIPBx app to remain in compliance with applicable laws or payment network regulations, then the amendment or revision shall take effect as of the date it is posted to the Account. If, on the other hand, the amendment or revision is not required under law or by Processor of TIPBx, and you do not close your Account within thirty (30) days of notice through the Site or the TIPBx app of the amendment or revision, then the you shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Account.
- Neither you nor any of your successors may assign this Agreement, or any rights hereunder, directly or by operation of law, without the prior written consent of TIPBx which consent may be withheld for any reason, at TIPBx's sole discretion. TIPBx may assign its rights and obligations under this Agreement to a third party on notice to you through the Account.
- This Agreement and the provisions hereof shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
- You shall be liable and shall indemnify and reimburse TIPBx for any and all reasonable attorneys’ fees and other costs and expenses paid or incurred by TIPBx in the enforcement of this Agreement, or in collecting any amounts due from you hereunder, or resulting from any breach of any of the terms or conditions of this Agreement.
- All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
- If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
- Governing Law and Choice of Forum. To the extent permitted by law, this Agreement shall be deemed to have been formed in the State of California. This Agreement shall be deemed to be governed and enforced in accordance with the laws of the State of California whose courts, in San Francisco County, shall have exclusive jurisdiction over disputes arising hereunder.
- Whole Agreement. References to “this Agreement” include any Fees, schedules, supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by TIPBx and furnished to you from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.
22. Intellectual Property
"TIPBx.com", "TIPBx", and all related logos, products and services described in our website and mobile applications are either trademarks or registered trademarks of Company or its licensors. You may not copy, imitate or use them without Company's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Company. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by Company through our vendor services, SMS tools, promotional tools or affiliate programs without prior written consent for the purpose of directing web and SMS traffic to the service. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to Company or the Service or display them in any manner that implies Company's sponsorship or endorsement. All right, title and interest in and to the TIPBx website and any content thereon is the exclusive property of Company and its licensors.
Certain other product or service names, brand names and company names may be trademarks of their respective owners.
23. Disputes with Company
- Law and Forum for Disputes; Arbitration. This User Agreement shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions, except to the extent that federal law applies.
ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS USER AGREEMENT MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERIENCE IN CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. The forum for arbitration shall be in the city closest to your residence having a federal district courthouse. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this User Agreement including, but not limited to, any claim that all or any part of this User Agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any non-frivolous claim, Company will pay the costs of the arbitration (but not your attorney fees), up to $2,000.
This User Agreement and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings.
There are only two exceptions to this agreement to arbitrate. First, if we reasonably believe that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction. Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in San Francisco, California, if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, you agree to submit to the personal jurisdiction of the courts located within San Francisco, CA for the purpose of litigating such claims or disputes.
- Dispute with Company. If a dispute arises between you and Company, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Company regarding our services may be reported by emailing us at the following email address: support@TIPBx.com
- Waiver of Right to Jury; Class Action Waiver. TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.
24. Force Majeure.
TIPBx shall use its commercially reasonable efforts to perform its obligations hereunder, however, TIPBx, its affiliates, agents or licensors shall not be liable for any loss resulting from your activities, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond TIPBx’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. TIPBx’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this Agreement by you.
25. Prohibited Activities
It is forbidden for a User to use the Services or any Purchase Agreement to, directly or indirectly, knowingly or unknowingly assist in any illegal activity or any Prohibited Activity. We can terminate Accounts of Users who breach this clause. We maintain the right to monitor use of the Service to ensure compliance with this Agreement. If we find that you are not honoring the terms of this Agreement, we may suspend or terminate your Account. In connection with your use of our website, your account, or the TIPBx Services, or in the course of your interactions with Company, a user or a third party, you will not:
- breach this Agreement, the card processing Agreement, or any other Agreement that you have entered into with Company (including a policy);
- violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
- infringe Company's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- provide false, inaccurate or misleading Personal Information;
- create more than one TIPBx account for yourself, through, among other methods, using a name that is not yours, using temporary email address(es) or phone number(s), or providing any other falsified Personal Information;
- send or receive what we reasonably believe to be potentially fraudulent funds;
- refuse to cooperate in an investigation or provide confirmation of your identity or any Personal Information you provide to us;
- attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both Company and the recipient of funds, bank, or credit card issuer for the same transaction;
- use an anonymizing proxy;control an account that is linked to another account that has engaged in any of these restricted activities;
- control or possess more than one account without authorization from Company;
- conduct your business or use the services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to Company, a user, a third party or you;
- use the Service to make transactions for the purpose of earning rewards, perks, miles, points, etc. with your credit card, debit card, or bank account;
- have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the services;
- use your account or the services in a manner that Company, Visa, MasterCard, American Express or Discover reasonably believe to be an abuse of the credit card system or a violation of credit card association rules;
- allow your TIPBx account to have a negative balance; provide yourself a cash advance from your credit card (or help others to do so);
- disclose or distribute another TIPBx user's Personal Information to a third party, or use the information for marketing purposes unless you receive the user's express consent to do so;
- send unsolicited email to a user or use the services to collect payments for sending, or assisting in sending, unsolicited email to third parties;
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
- facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
- use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
- use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the services;
- take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
- use the TIPBx Service to test credit card behaviors.
You agree you will not use the TIPBx Services to violate any law, statute, ordinance, or regulation relating to sales of:
- counterfeit goods;
- narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety;
- drug paraphernalia;
- items that encourage, promote, facilitate or instruct others to engage in illegal activity;
- items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
- items that are considered obscene;
- items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
- certain sexually oriented materials or services;
- ammunition, firearms, or certain firearm parts or accessories; or
- certain weapons or knives regulated under applicable law;
Relating to transactions that:
- show the personal information of third parties in violation of applicable law;
- support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs;
- are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card;
- are for the sale of certain items before the seller has control or possession of the item;
- are by payment processors to collect payments on behalf of merchants;
- are associated with the sale of traveler's checks or money orders;
- involve currency exchanges or check cashing businesses or digital currencies such as bitcoins;
- provide certain credit repair or debt settlement services involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent;
- are otherwise related to illegal activity, gambling, pornography, obscene material or otherwise objectionable content or activities,;
- You will not violate applicable laws or industry regulations regarding the sale of:
- tobacco products;
- prescription drugs and devices involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from Company and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law; or
- provide certain credit repair or debt settlement services involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.
26. Assumption of Rights
If Company makes a payment to you for a claim, reversal or chargeback that you file with us against a recipient of your payment, you agree that Company assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in Company's discretion.
27. Release of Company
If you have a dispute with one or more users relating to payment, Company is not responsible for any such dispute and you hereby release Company (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
28. Modification of Terms
We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it unless it contains material changes. If we make changes to our Agreements with you that either reduce your rights or increase your responsibilities, we will provide 21 days notice to you before the changes become effective. By using the TIPBx Services after a new Agreement has been posted, you agree to the revised Agreement.
In the event of termination of this Agreement or the TIPBx Services, the terms in this Agreement that by their nature are continuing shall survive such termination, including but not limited to the disclaimers and limitations of liabilities.
HOW TO CONTACT US
If you have questions or concerns regarding this Agreement or your TIPBx account, or any feedback that you would like us to consider, please email us at support@TIPBx.com or click here. You may also write to us at TIPBx, Inc., Attn: Legal Department, 3145 Geary Street, #749 San Francisco, CA 94118, or call us at (866) 592-4492.