Last Updated March 31, 2022
Welcome to Tippy! Please read this Enterprise Services Agreement (the “Agreement”) and our Privacy Policy (www.meettippy.com/privacy-policy) (“Privacy Policy”) carefully because they are a legal agreement between you and DirectTIPS Operations, LLC (“Tippy,” “we,” “us,” and “our”) and govern your use of our cloud-based software-as-a-service (SaaS) designed to facilitate the payment, tracking and managing of tips accessible via our website located at www.meettippy.com (the “Site”) and the Tippy Pro Mobile Application (as defined below) (“Enterprise Services”). If you are accessing and using the Enterprise Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. By using the Enterprise Services, you agree to be bound by this Agreement. If you don’t agree to be bound by this Agreement, you may not use the Enterprise Services.
Please note that this Agreement contains disclaimers of warranties and limitations on Tippy’s liability. Please read it carefully.
Enterprise Services.
1.1 Enterprise Services. Subject to the terms and conditions of this Agreement, Tippy will make the Enterprise Services available to you for your internal business purposes only.
1.2 Eligibility; Account. You may use the Enterprise Services only if you are (i) capable of forming a legal binding contract with Tippy, and (ii) not barred from using the Enterprise Services under applicable law. In order to access and use the Enterprise Services, you must create an account (“Account”). You may identify in your Account the service professionals employed or engaged by you who may be linked to your Account once they register to use Tippy’s services in accordance with Section 1.3 below or alternatively, individuals can link to your account once they register themselves (in either case, such individuals are “Service Professionals”). It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we may (in our sole discretion) suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
1.3 Service Professionals. You acknowledge and agree that use of the Enterprise Services requires that each Service Professional create an account to use Tippy’s services offered to service professionals and provide the information necessary to enable the Service Professional to receive payment of tips through Tippy’s services. You acknowledge and agree that when one of your clients pays a tip to a Service Professional via Tippy’s services, your client will be assessed a fee payable solely to Tippy. Neither you nor the Service Professional will receive any part of, and will not be entitled to, the transaction fee. If the tip is processed as a separate transaction than the transaction for services provided through your business, then the total amount your client pays through Tippy will include both the tip payable to the Service Professional and a transaction fee payable to Tippy. If the tip is processed as a single transaction along with the transaction for services rendered at your establishment, then the total amount of the transaction will include the transaction fee, the tip amount, the amount for goods or services purchased through your business, and any taxes your business assesses. Tippy will make commercially reasonable efforts to ensure that the Service Professional receives the entire amount designated by the client as the tip, but no other amounts (including the transaction fee payable to Tippy). If your business has a tip pooling program, Tippy will make commercially reasonable efforts to ensure that tip amounts are distributed to Service Professionals according to your instructions. You will use commercially reasonable efforts to encourage Service Professionals to register with and use Tippy’s services. Once a Service Professional has registered to use Tippy’s services, your clients will be able to tip such Service Professional via the Enterprise Services and you will be able to track the tips paid to the Service Professional through your Account. Use of the Tippy’s services by the Service Professionals will be governed by the Service Professional Terms of Service by and between Tippy and each Service Professional and the Tippy Privacy Policy.
In instances where the tip, the amount of the service transaction at your business, and transaction fee are processed in a consolidated transaction and settled by your payment processor to your bank account, Tippy may, in its sole discretion, opt to use its own funds to advance tips to Service Professionals in amounts designated by your customers, or by you in the case of tip pooling arrangements. In that event, you must promptly reimburse Tippy for the amount of the tips and must also turn over the transaction fee to Tippy. In other words, the transaction fee and tip amounts will become an account payable for you, immediately due and owing to Tippy. Tippy shall have discretion in how to collect the funds that you owe it. Means that Tippy may use to settle your account payable include, without limitation (a) debiting a bank account designated by you; or (b) split settlement, meaning that you will authorize your payment processor to send the amounts you owe Tippy directly to Tippy on your behalf. You agree to cooperate with Tippy in setting up the means of reimbursement selected by Tippy for settling your account payable. However, if you do not have sufficient funds to satisfy your liability to Tippy for any reason, Tippy will: (1) immediately halt the payout of tips to Service Professionals; (2) notify you by telephone, mail, or email (with the method to be chosen in Tippy’s sole discretion) that your bank account did not contain sufficient funds to satisfy your obligations to Tippy; and (3) allow you two business days to pay Tippy what you owe. During those two business days, your clients will still be able to use Tippy to tip Service Professionals, but Tippy will not coordinate any payouts. If at the end of two business days you pay Tippy in full, your relationship with Tippy will resume pursuant to the terms of this Agreement. However, if you are not able to pay Tippy in full at the end of the two business days, then Tippy will charge the credit card you have on file with Tippy for the entire amount you owe and may, in its sole discretion, terminate your account with Tippy. Tippy will make commercially reasonable efforts to ensure that any tips made to Service Professionals within the two business days of notice preceding termination are disbursed to the Service Professionals.
1.4 Mobile Device; Tippy Pro Mobile Application. To facilitate your use of the Enterprise Services, Tippy will make available to you a tablet pre-loaded with Tippy’s proprietary mobile application which allows payment of tips via the Enterprise Services (“Tippy Pro Mobile Application”), as specified at the time you purchase a Subscription (as defined below) (“Mobile Device”). The Mobile Device will at all times remain the property of Tippy or its lessors and you will have no right, title or interest in or to the Mobile Device, except as expressly set forth in this Agreement. You shall not have, nor will you assert, any lien upon the Mobile Device, and you shall neither permit nor suffer any lien being placed on any such item. You will not use the Mobile Device for any purpose other than to use the Enterprise Services as set forth herein. Tippy may replace the Mobile Device at any time, at is sole discretion and at no additional cost to you. Subject to the terms and conditions of this Agreement, Tippy grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Tippy Pro Mobile Application solely for purposes of using the Enterprise Services.
1.4.1 You will encourage your clients to tip Service Professionals through the Enterprise Services and display the Mobile Device prominently on the payment counter or equivalent area of your commercial establishment. Use of Tippy’s services by your clients will be subject to the Tippy End Customer Terms of Service by and between Tippy and each client and the Tippy Privacy Policy.
1.4.2 You must keep the Mobile Device in good condition and working order. You will promptly (and in any event within no more of 48 hours) provide Tippy with notice of any loss or damage to the Mobile Device, or any problem in its operating conditions, via e-mail to support@meettippy.com or as otherwise permitted via your Account. Without limiting the foregoing, you agree that you will be exclusively responsible for all loss or damage to the Mobile Device after it is received by you, and in the event that the Mobile Device is lost or damaged, you will pay Tippy an amount equal to the then applicable replacement cost of the Mobile Device. You acknowledge and agree that Tippy may charge any such replacement costs to the payment method provided by you in accordance with Section 4.
1.4.3 To the extent the Mobile Device is equipped with or we provide you with an EMV reader or similar credit card authentication technology (“EMV Reader”), you shall ensure that all of your clients use the EMV Reader when they use Tippy’s services. You shall reimburse Tippy for all costs incurred by Tippy in responding to any investigations or disputes (whether initiated by a client, financial institution, governmental entity, credit card issuer or otherwise) relating to your failure to use the EMV Reader. You acknowledge and agree that Tippy may charge any such costs to the payment method provided by you in accordance with Section 4.
1.4.4 You acknowledge that Tippy is not the manufacturer of the Mobile Device, its operating systems or software or firmware contained therein (other than the Tippy Pro Mobile Application) and that the Mobile Device is therefore provided to you on an “as is” basis. Tippy makes no representations or warranties that the Mobile Device will be error free or operate without interruption or in accordance with your requirements or expectations.
1.4.5 Upon termination of the Enterprise Services or your Subscription (as defined below), or at any other time upon the request of Tippy, you will return the Mobile Device to Tippy in the same condition in which it was provided to you, excepting normal wear and tear, according to the instructions provided by Tippy. If you fail to return the Mobile Device according to such instructions, you will pay Tippy an amount equal to then applicable replacement cost of the Mobile Device. You acknowledge and agree that Tippy may charge any such replacement costs to the payment method provided by you in accordance with Section 4.
1.5 Suspension. Without limiting any other terms of this Agreement, Tippy reserves the right to suspend or terminate your access to the Enterprise Services, and request you to return the Mobile Device to Tippy, in the event that you process less than ten (10) tips over any rolling seven (7) day period. We will provide you with advance notice before we suspend or terminate your access to the Enterprise Services in accordance with this Section 1.5.
1.6 Restrictions. You will not: (i) sell, rent, sublicense, or lease access to the Enterprise Services, or use the Enterprise Services to provide services to third parties, or allow or enable access to or use of the Enterprise Services; (ii) remove, obscure, or alter any proprietary notices associated with the Enterprise Services; (iii) use or modify the Enterprise Services, and/or allow it to be used or modified, in any manner or for any purpose, other than as expressly permitted herein; (iv) disassemble, decompile, or reverse engineer any of the technology supporting the Enterprise Services or otherwise attempt to discover the source code of the Enterprise Services; (v) create derivate works based on the Enterprise Services; (vi) impersonate any person or entity or falsely state or otherwise misrepresent its affiliation with a person or entity to Tippy; (vii) materially and adversely interfere with or disrupt the Enterprise Services or Tippy’s servers or networks; (viii) provide Tippy with false or misleading information; (ix) access the Enterprise Services in order to build a competitive product or service or to copy any features, functions or graphics of the Enterprise Services; (x) violate any applicable law or regulation; or (xi) permit or encourage any third party to do any of the foregoing.
1.7 Telecommunications and Internet Services. You acknowledge and agree that your use of the Enterprise Services is dependent upon access to telecommunications and Internet services. You will be solely responsible for acquiring, setting up, and maintaining, at your own expense, all telecommunications and Internet services and third party hardware and software, required to access and use the Enterprise Services (other than the Tippy Pro Mobile Application and the Mobile Device provided to you pursuant to Section 1.4), including without limitation any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Tippy will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services and third party hardware and software.
1.8 Limitations and Tax Matters. The Enterprise Services are not designed to determine, and Tippy is not responsible for determining, if any tip amounts received by Service Professionals are subject to taxation and whether any amounts must be reported as tips. It is your and each Service Professional’s responsibility to determine the proper application of taxes to the tip amounts received via the Enterprise Services, including any payroll and income taxes. You are also exclusively responsible for determining whether (i) amounts must be reported as tip income, to the Service Professionals or the appropriate tax authorities; (ii) any taxes, including income and payroll taxes (e.g., FICA and FUTA), related to the tips must be withheld from other wages paid to the Service Professional; (iii) you must pay the employer’s share of payroll taxes with respect to tip amounts; and (iv) withholdings must be remitted to the appropriate tax authorities. You understand and agree that Tippy will not calculate, withhold, or remit any taxes on your behalf or on behalf of any Service Professional. Further, Tippy will not have responsibility to report any tax withholding or payments on your behalf to any Service Professional or tax authorities including, but not limited to, on any Forms W-2, 1099, or 1099K (or their state or local equivalents). You shall hold harmless and indemnify Tippy its affiliates, and its respective directors, equity holders, officers, employees, agents, representatives, successors, and assigns (collectively, the “Tippy Indemnitees”) from and against, and will compensate and reimburse the Company Indemnitees (including Tippy’s reasonable attorneys’ fees) for (i) any liability or penalty assessed against a Tippy Indemnitee attributable to your failure to comply with your tax reporting, withholding, and payment obligations set forth in this Section 1.8 and pursuant to applicable law; and (ii) any liability or penalty assessed against a Tippy Indemnities by a federal, state or local tax authority arising out or related to your business operations (including work performed by any Service Professional associated with your business).
Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Enterprise Services is subject to our Privacy Policy.
Changes to Agreement or Enterprise Services. We may update this Agreement at any time, in our sole discretion. If we do so, we will let you know either by posting the updated Agreement on the Site and the Tippy Pro Mobile Application, or through other communications to you. It’s important that you review this Agreement whenever we update it or you use the Enterprise Services. If you continue to use the Enterprise Services after we have posted an updated Agreement, you are agreeing to be bound by the updated Agreement. If you don’t agree to be bound by the updated Agreement, you may not use the Enterprise Services anymore. Because the Enterprise Services are evolving over time we may change or discontinue all or any part of the Enterprise Services, at any time and without notice, at our sole discretion.
Subscription Fee.
4.1 Subscription Fee. Tippy requires payment of a fee for use of the Enterprise Services, and you are required to purchase a subscription (“Subscription”) for such use. Tippy, in its sole discretion, will indicate whether you must purchase an annual or monthly subscription. When you purchase a Subscription (such purchase, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
4.2 Payment. When you purchase a Subscription, you will be charged an annual or monthly Subscription fee (as applicable), plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month or year (as applicable) thereafter, at the then-current Subscription Fee. Tippy (or our third-party payment processor) will automatically charge you each period on or about the applicable anniversary of the calendar day of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. With respect to monthly billing, in the event your Subscription began on a day not contained in a given month, your payment method will be charged on a day in the applicable month or such other day as Tippy (or our third party payment processor) deems appropriate (for example, if you started a Subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on or about that date). By agreeing to this Agreement, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Tippy. Your Subscription continues until you cancel it or we terminate your access to or use of the Enterprise Services or Subscription in accordance with this Agreement.
4.3 Cancellation. THE PURCHASE OF YOUR SUBSCRIPTION AND YOUR PAYMENT OF THE SUBSCRIPTION FEE IS FINAL. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. If something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we will refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period indicated when you purchased the Subscription (either annual or monthly, in Tippy’s sole discretion) and that YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to support@meettippy.com. You will be responsible for all Subscription Fees incurred for the then-current Subscription period. If you cancel, your right to use the Enterprise Services will continue until the end of your then current Subscription period and will then terminate without further charges.
Customer Data. You represent and warrant that you own all data or information input or submitted by you to the Enterprise Services (“Customer Data”) or have all rights that are necessary to use the Customer Data and grant to Tippy the rights in the Customer Data as set forth in this Agreement. You also represent and warrant that neither the Customer Data nor any use of the Customer Data by Tippy in connection with the Enterprise Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. To the extent that any Customer Data contains Personally Identifiable Information (as defined below), you represent and warrant that (i) you have obtained such Personally Identifiable Information in compliance with applicable law and your applicable privacy policies; and (ii) the transfer of such Personally Identifiable Information from you to Tippy and use of such Personally Identifiable Information by Tippy to provide the Enterprise Services under this Agreement comply with your applicable privacy policies and all applicable laws. For purposes of this Agreement, “Personally Identifiable Information” means information that identifies or can be used to identify, contact or precisely locate the person or device to whom such information pertains.
Proprietary Rights.
6.1 Definitions. For purposes of this Agreement, (i) “Intellectual Property Rights” means all patent rights (including, without limitation, patent applications and disclosures), copyright rights, trade secret rights, trademark rights, rights in know-how, and any other intellectual property or proprietary rights recognized in any country or jurisdiction in the world, and (ii) “Tippy Data” means all data and information related to the tip payment transactions processed via the Enterprise Services, excluding Customer Data.
6.2 Tippy Ownership. Subject to the limited rights expressly granted hereunder, Tippy reserves all rights, title and interest in and to the Enterprise Services (including all source code associated with Tippy Pro Mobile Application) and all trademarks and service marks used by Tippy in connection therewith, including all related Intellectual Property Rights. No rights are granted to you hereunder other than as expressly set forth herein. Subject to your rights in the Customer Data, Tippy will exclusively own all rights, title and interest in and to the Tippy Data, including all related Intellectual Property Rights.
6.3 Your Ownership. As between Tippy and you, you will exclusively own all rights, title and interest in and to the Customer Data and Marks (as defined below), including all Intellectual Property Rights therein.
6.4 License Grant to Tippy. By inputting or submitting any Customer Data to the Enterprise Services, you hereby grant to Tippy a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid up, royalty-free license, with the right to sublicense, to use, copy, transmit, store, modify, create derivative works based upon, distribute, publicly display, and publicly perform your Customer Data in connection with operating and providing the Enterprise Services and using Tippy Data for any other purpose in connection with Tippy’s business.
6.5 Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at support@meettippy.com. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all Intellectual Property Rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
6.6 Your Marks. Tippy will have the right to announce publicly the existence of the business relationship between you and Tippy. In addition, you grant to Tippy a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license to use, display and publish your name, trademarks, and logos (collectively, “Marks”) on Tippy’s website and in connection with any marketing and advertising content or materials (including brochures, videos, social media posts), but in each case, solely to identify you as Tippy’s customer or to identify your Service Professionals as being associated with you. We acknowledge and agree that any and all goodwill that results from our use of the Marks as permitted hereunder will inure solely to your benefit. You have no right to review or approve Tippy’s use of your Marks on Tippy’s website or in connection with any marketing or advertising content or materials.
Warranty Disclaimers. THE ENTERPRISE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TIPPY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE ENTERPRISE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION OR CORRUPTION OF CUSTOMER DATA. TIPPY IS NOT A LAW FIRM, FINANCIAL PLANNER OR TAX ADVISOR, AND THE ENTERPRISE SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. FURTHER, YOU UNDERSTAND AND ACKNOWLEDGE THAT TIPPY IS NOT PROVIDING ANY ADVICE ABOUT THE CLASSIFICATION OF YOUR WORKERS, THE PAYMENT OF WAGES, OR COMPLIANCE WITH APPLICABLE WAGE, HOUR, LABOR, OR EMPLOYMENT LAWS. BY COORDINATING THE TIPPING OF YOUR WORKERS, TIPPY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER THAT YOUR WORKERS ARE BEING COMPENSATED IN ACCORDANCE WITH ANY APPLICABLE LAWS.
8. Indemnification. You will indemnify and hold harmless Tippy and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Enterprise Services, (ii) your Service Professionals’ or clients’ use of Tippy’s services, (iii) your Customer Data (including allegations that your Customer Data infringes the Intellectual Property Rights of third party), or (iv) your violation of this Agreement.
Limitation of Liability.
9.1 Limitation of Liability. IN NO EVENT WILL TIPPY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE ENTERPRISE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU HEREUNDER.
9.2 Exclusion of Consequential and Related Damages. NEITHER TIPPY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE ENTERPRISE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE ENTERPRISE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TIPPY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.3 Basis of Bargain. THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION 9 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TIPPY AND YOU AND WILL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW.
Termination. We may discontinue or terminate the Enterprise Services, or terminate your access to and use of the Enterprise Services, at our sole discretion, at any time. In addition, we may, at our sole discretion, at any time and without notice to you, suspend or terminate your access to the Enterprise Services, or any portion thereof: (i) if we reasonably determine that you are using the Enterprise Services in a way that violates this Agreement, or (ii) if we believe we are required to do so by law. You may cancel your Subscription at any time in accordance with Section 5.3. Upon any termination, discontinuation or cancellation of the Enterprise Services, the following Sections will survive: Sections 1.4.2, 1.4.4, 6 (Proprietary Rights), 7 (Warranty Disclaimers), 8 (Indemnity), 9 (Limitation of Liability), 10 (Termination) and 11 (General Provisions).
General Provisions.
11.1 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the Enterprise Services or this Agreement will be the state and federal courts having jurisdiction in Fort Lauderdale, Florida, USA and you and Tippy waive any objection to jurisdiction and venue in such courts. Further, you and Tippy expressly waive the right to pursue any claims against the other on a class or collective basis, and you agree that any legal proceeding, in any tribunal whatsoever, will be on an individual basis only.
11.2 Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between Tippy and you regarding the Enterprise Services, and this Agreement supersedes and replace any and all prior oral or written understandings or agreements between Tippy and you regarding the Enterprise Services. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Tippy’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and void. Tippy may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
11.3 Notices. Any notices or other communications provided by Tippy under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; (ii) by posting to the Enterprise Services; or (iii) as otherwise authorized by this Agreement. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
11.4 Waiver of Rights. Tippy’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Tippy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
Contact Information. If you have any questions about this Agreement, please contact Tippy at support@meettippy.com.