TiPJAR® TERMS OF USE FOR CLIENTS

1. Description of TiPJAR®
   1. The Service is a cashless, mobile tipping platform that utilizes integrations and web technology to collect Tips directly from Customers.
   2. Operators may contract with Us in order to grant their employees permission to use TiPJAR at their establishments.
   3. Clients may contract with Us in order to provide Services to Customers on behalf of TiPJAR, and authorise TIPJAR to represent them as agent and collect tips from Customers to whom they have delivered Service.
2. Acceptance of Terms of Use
   1. These Terms of Use for Clients set forth the terms by which Clients appoint TiPJAR® as their non-exclusive agent for the limited purpose of collecting Tips from Customers to whom to the Client has delviered Service on TiPJAR's behalf.
   2. The use of the Service constitutes your acceptance of these Terms of Use for Clients.
   3. If you do not agree with any aspects of these Terms of Use for Clients, you may not use the Service.
   4. By agreeing to these Terms of Use for Clients you also agree to the Terms of Use for all users of our Service at https://www.wearetipjar.com/us/terms-of-use
3. Changes to Terms of Use and Service
   1. We reserve the right to update, replace, or otherwise modify these Terms of Use and the Service at any time.
   2. When We make any material changes to these Terms of Use, We will notify you through email at the email address that you have provided to Us.
4. Availability of the Service
   1. We may discontinue or change the Service at any time with or without prior notice and without liability to you.
   2. We make no guarantees or representations that the Service will be available at all times or without interruption.
5. Agency Agreement
   1. You appoint Us as your non-exclusive agent for the collection of Tips subject to these Terms of Use.
   2. You accept that you are appointing us as a California registered business in this capacity, and that all aspects of our transacting with you will be subject to the laws of the State of California.
   3. You may use the Service to request that we collect Tips from Customers in connection with work performed in the categories described at www.wearetipjar.com/approved-professions.
   4. This appointment commences on the Effective Date and continues until either party serves a notice to end it as described in Termination section of these Terms of Use or until you cease to work in one of the categories described at www.wearetipjar.com/approved-professions.
6. Our Obligations
   1. We will provide a web URL that presents a range of options to Customers as to the amount of Tip that they would like to pay and accepts payment.
   2. Customers shall be required to cover the applicable Fees, as defined herein.
   3. It is our policy that 100% of Tips received by us will be assigned to relevant Clients. However, a Customer using the Service to Tip does not create any legal obligation for Us to pass any or all of these funds to you. Should we determine at our sole discretion that we are unable to pass funds to you (for example due to your misuse of the service, because to pay you would be illegal, or any other reason), you waive any and all legal rights and claims against us, save to terminate this agreement and discontinue your use of the service.
   4. Where we, at our discretion, assign Tips to you. The Tips assigned to you may or may not be the same as the Tips Customers have made, and may be subject to any relevant Fees or Charges applied by us, or subject to sharing and pooling as described below.
   5. We will provide you with the means to access records relevant to Tips We have assigned to you including the amount, date, and time of Tips received.
   6. At your request, pay you amounts due to you to your registered Bank Account.
   7. At our discretion, automatically pay any amounts due to you to your registered Bank Accout in accordance with the automatic payout policy.
7. Your Obligations
   1. You must work in one of the categories described at www.wearetipjar.com/approved-professions.
   2. It is your responsibility to determine what, if any, taxes and income reporting requirements that apply to the payment you make or receive.
   3. Further, it is your responsibility to report any payments constituting Tips to your employer as required under applicable law, and to otherwise make arrangements for the proper collection, reporting, and remittance of applicable taxes to the appropriate taxation authorities.
   4. You understand and agree that all tips made by Customers are received by Us in The State of California.
   5. Whilst our policy is to distribute 100% of Tips received by Customers to relevant Clients, tips made to you by us cannot be taken to have a direct relationship to Tips received from Customers. You understand and agree that all Tips made to you by us are wholly independent discretionary transactions originating from the State of California.
   6. You agree that you are registering with the Service solely for personal transactions, and that We consider Tips as gratuitous in nature and therefore not intended as payment for the provision of goods and services.
   7. You represent and warrant that your intentions for registering with the Service are not for purposes of engaging in commercial transactions, such as the sale of goods or services, or regularly carrying on a trade or business through the use of the Service.
   8. Your use of Our Service is subject to the following restrictions. You must not:
      1. copy the Service except where such copying is incidental to normal use of the Service, or where it is necessary for the purpose of back-up or operational security;
      2. sub-license or otherwise make available the Service in whole or in part (including object and source code), in any form to any person without Our prior written consent;
      3. remove any copyright or other proprietary notices contained in the Service;
      4. use any Service in any manner that may infringe any of Our rights or rights of a third party;
      5. use the Service in any way that might be illegal or breach these Terms of Use;
      6. reproduce, modify, edit, mix or remix, apply any voiceover or commentary, display, perform, publish, distribute, disseminate, broadcast, frame, communicate to the public or circulate to any third party or exploit Our Service in any way for any commercial purpose, without Our prior written consent;
      7. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service or attempt to do any such thing; or
      8. use the Service in any way that is in contravention of any applicable law or regulation or in any manner that will violate the privacy, publicity or personal rights of others or in any defamatory, obscene, threatening, abusive or hateful material including without limitation using the Service in connection or association with any obscene, defamatory, illegal, pornographic material or in relation to products and services that relate to firearms, gambling, pharmaceuticals, pornography or tobacco or otherwise than in accordance with normal standards of decency.
   9. Any use of Our Service in a manner not expressly permitted by these Terms of Use may constitute an infringement of Our rights and/or the rights of Our licensors. We and Our licensors reserve the right to exercise all rights and remedies available in respect of any infringement of rights in Our Service.
8. Uploading Your Content to Our Service
   1. On certain parts of Our Service, you may be invited to upload materials to Our Service and/or make contact with other users. If you choose to upload such materials, your content must not:
      1. contain any material which is or may reasonably be considered to be threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, or in breach of confidence;
      2. be illegal or infringe the Rights of any third party, in any country in the world; and
      3. be technically harmful (by way of example it must not include any computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
   2. By uploading your content to the Service, you hereby grant Us and Our designees, together with users of Our Service an irrevocable non-exclusive license (which is unlimited in time) to view and use your content without restriction, including by way of example for commercial purposes.
9. Tip Pooling and Distribution
   1. We may determine that Tips you collect will be shared with other Clients through a Team TiPJAR® ("Tip Pooling").
   2. When you agree to participate in Tip pooling, you agree that the administrator of the Shared TiPJAR® will be responsible for communicating how Tips will be distributed to you based on the volume of Tips received.
   3. This may be based on hours that you have worked or some other metric supported by the Service.
   4. Participation in Tip pooling is entirely at your discretion and on trust, based on your understanding and confidence that the administrator of the Shared TiPJAR® will remit payment to you according to the rules that they communicate.
   5. You agree that your redress should you be dissatisfied with the operation of a Team TiPJAR is to discontinue your use of the service. You agree to hold Us harmless for errors, omissions, or failures of the administrator of the Shared TiPJAR® to honor the rules that they communicate and agree to waive your right to pursue any claims against Us for any costs, expenses, or losses incurred by you by virtue of your participation in Tip pooling.
10. Refunds
    1. Because you can only use TiPJAR to collect optional tips and gratuities, your Customers have the right at their sole discretion to change their mind and get a refund for any tip they have made for a period after they have tipped. If your customer requests a refund:
       1. These funds will be removed from your account.
       2. There may be additional charges levied to your account to cover any cost incurred by TiPJAR to process the refund to the customer.
       3. Repeated refunds, or a high number of refunds in a period, may be taken by us as evidence you have breached these terms and conditions and are not using TiPJAR only to collect tips and gratuities and could result in termination of your account.
11. Ownership
    1. We own or license all right, title, and interest in and to
       2. the Service, including all Content; and
       3. Our Marks.
    2. The Service, Our Content, and Marks are all protected under U.S. and international laws.
    3. The look and feel of the website and Service are copyright © TiPJAR®. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from TiPJAR®.
12. Termination
    1. You or We can terminate these Terms of Use at any time by serving 90 days’ prior written notice by email to the other party.
    2. In the event that you wish to terminate these Terms of Use, you must immediately discontinue all use of the Service.
    3. Any use, access, or attempted use or access of the Service subsequent to notice of termination will make such notice null and void and constitute your continued agreement to these Terms of Use.
    4. TiPJAR® may terminate these Terms of Use immediately by giving written notice to you if you:
       1. do not pay any sum due to you under the Terms of Use within 30 days of the due date for payment;
       2. commit a material breach of the Terms of Use which, if capable of remedy, you fail to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
       3. persistently breach any term of the Terms of Use;
       4. have a bankruptcy order made against you or;
       5. die or as a result of illness or incapacity become incapable of managing your own affairs.
    5. With respect to Clients, these Terms of Use will terminate immediately upon ceasing to work in one of the categories described in www.wearetipjar.com/approved-professions.
    6. Termination or expiry of these Terms of Use shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
13. Disclaimers
    1. THE SERVICE IS PROVIDED TO YOU ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS) WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE.
14. Limitation of Liability
    1. To the maximum extent permitted by applicable law, in no event will TiPJAR® USA, Inc. be liable to you or any third party for any direct, special, indirect, incidental, exemplary, or consequential damages of any kind arising out of or in connection with the Service regardless of the form of action whether in contract, tort, strict liability, or otherwise even if we have been advised of the possibility of damages or are aware of the possibility of damages.
    2. IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TiPJAR® AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICE, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SERVICE.
    3. TiPJAR® AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY:
       1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
       2. PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE;
       3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA;
       4. ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES;
       5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICE BY ANY THIRD PARTY; OR
       6. ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICE.
    4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CLAIMS RELATING TO TiPJAR’S DISTRIBUTION OF TIPS OWED TO CLIENT (WHICH SHALL BE LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES), TiPJAR’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID TiPJAR® DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.
15. Indemnification
    1. You will defend, indemnify, and hold Us harmless from and against any actual or threatened suits, actions, proceeds (at law or in equity), claims, damages, payments, deficiencies, fines, judgements, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or related to any conduct with respect to the Service or actual or alleged violation of these Terms of Use or the right of any third party by you or any person using the Service on your behalf.
    2. You will defend, indemnify, and hold the Operator associated with you receiving Tips through the Service harmless from and against any actual or threatened suits, actions, proceeds (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or related to Our distribution of Tips.
16. Consent to Electronic Communications
    1. By using the Service, you agree that we may communicate with you electronically regarding your use of the Service and that any notices, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at support@wearetipjar.com.
17. Governing Law and Arbitration
    1. These Terms of Use shall be construed in accordance with and governed by the laws of the State of California without regard to its rules regarding conflicts of law.
    2. Except as subject to the arbitration provision below, you agree that any action of whatever nature relating to these Terms of Use or Service will be filed only in the state or federal courts located in Orange County, California.
    3. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
    4. ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN US (INCLUDING ANY DISPUTES BETWEEN YOU AND A THIRD-PARTY AGENT OF OURS) SHALL BE DETERMINED BY BINDING ARBITRATION IN ORANGE COUNTY, CALIFORNIA BEFORE A SINGLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES AND IN ACCORDANCE WITH THE EXPEDITED PROCEDURES IN THOSE RULES OR PURSUANT TO JAMS' STREAMLINED ARBITRATION RULES AND PROCEDURES. JUDGEMENT ON AN AWARD MAY BE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT HAVING COMPETENT JURISDICTION. NOTHING IN THESE TERMS OF USE, WHETHER EXPRESS OR IMPLIED, SHALL BE DEEMED OR CONSTRUED TO BE TAX OR LEGAL ADVICE FOR ANY PARTICULAR SITUATION, NOR DO THESE TERMS OF USE REPRESENT A GUARANTY THAT ANY PAYMENT OR TRANSACTION UNDER THE SERVICE WILL BE AFFORDED A SPECIFIC TAX TREATMENT UNDER APPLICABLE LAW.
    5. YOU AND WE AGREE THAT THE ARBITRATION PROCEEDINGS WILL BE KEPT CONFIDENTIAL AND THAT THE EXISTENCE OF THE PROCEEDING AND ANY ELEMENT OF IT (INCLUDING, WITHOUT LIMITATION, ANY PLEADINGS, BRIEFS OR OTHER DOCUMENTS SUBMITTED OR EXCHANGED AND ANY TESTIMONY OR OTHER ORAL SUBMISSIONS AND AWARDS) WILL NOT BE DISCLOSED BEYOND THE ARBITRATION PROCEEDINGS, EXCEPT AS MAY LAWFULLY BE REQUIRED IN JUDICIAL PROCEEDINGS RELATING TO THE ARBITRATION, BY APPLICABLE DISCLOSURE RULES AND REGULATIONS OF SECURITIES REGULATORY AUTHORITIES OR OTHER GOVERNMENTAL AGENCIES, OR AS SPECIFICALLY PERMITTED BY STATE LAW. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS OF USE. HOWEVER, THE ARBITRATOR, AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY, SHALL HAVE THE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, OR FORMATION OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, A CLAIM THAT ALL OR ANY PART OF THIS AGREEMENT IS VOID OR VOIDABLE.
    6. IF YOU DEMONSTRATE THAT THE COSTS OF ARBITRATION WILL BE PROHIBITIVE AS COMPARED TO THE COSTS OF LITIGATION, WE WILL PAY AS MUCH OF THE ADMINISTRATIVE COSTS AND ARBITRATOR'S FEES REQUIRED FOR THE ARBITRATION AS THE ARBITRATOR DEEMS NECESSARY TO PREVENT THE COST OF THE ARBITRATION FROM BEING PROHIBITIVE. IN THE FINAL AWARD, THE ARBITRATOR MAY APPORTION THE COSTS OF ARBITRATION AND THE COMPENSATION OF THE ARBITRATOR AMONG THE PARTIES IN SUCH AMOUNTS AS THE ARBITRATOR DEEMS APPROPRIATE.
    7. THIS ARBITRATION AGREEMENT DOES NOT PRECLUDE EITHER PARTY FROM SEEKING ACTION BY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCIES. YOU AND WE ALSO HAVE THE RIGHT TO BRING QUALIFYING CLAIMS IN SMALL CLAIMS COURT. IN ADDITION, YOU AND WE RETAIN THE RIGHT TO APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR PROVISIONAL RELIEF, INCLUDING PRE-ARBITRAL ATTACHMENTS OR PRELIMINARY INJUNCTIONS, AND ANY SUCH REQUEST SHALL NOT BE DEEMED INCOMPATIBLE WITH THESE TERMS OF USE, NOR A WAIVER OF THE RIGHT TO HAVE DISPUTES SUBMITTED TO ARBITRATION AS PROVIDED IN THESE TERMS OF USE.
    8. NEITHER YOU NOR WE MAY ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR CAN DECIDE ONLY YOUR AND/OR OUR INDIVIDUAL CLAIMS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. THE ARBITRATOR MAY AWARD IN THE ARBITRATION THE SAME DAMAGES OR OTHER RELIEF AVAILABLE UNDER APPLICABLE LAW, INCLUDING INJUNCTIVE AND DECLARATORY RELIEF, AS IF THE ACTION WERE BROUGHT IN COURT ON AN INDIVIDUAL BASIS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING OR HEREIN, THE ARBITRATOR MAY NOT ISSUE A “PUBLIC INJUNCTION” AND ANY SUCH “PUBLIC INJUNCTION” MAY BE AWARDED ONLY BY A FEDERAL OR STATE COURT. IF EITHER PARTY SEEKS A “PUBLIC INJUNCTION,” ALL OTHER CLAIMS AND PRAYERS FOR RELIEF MUST BE ADJUDICATED IN ARBITRATION FIRST AND ANY PRAYER OR CLAIM FOR A “PUBLIC INJUNCTION” IN FEDERAL OR STATE COURT STAYED UNTIL THE ARBITRATION IS COMPLETED, AFTER WHICH THE FEDERAL OR STATE COURT CAN ADJUDICATE THE PARTY’S CLAIM OR PRAYER FOR “PUBLIC INJUNCTIVE RELIEF.” IN DOING SO, THE FEDERAL OR STATE COURT IS BOUND UNDER PRINCIPLES OF CLAIM OR ISSUE PRECLUSION BY THE DECISION OF THE ARBITRATOR.
    9. IF ANY PROVISION OF THIS SECTION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THAT SPECIFIC PROVISION SHALL BE OF NO FORCE AND EFFECT AND SHALL BE SEVERED, BUT THE REMAINDER OF THIS SECTION SHALL CONTINUE IN FULL FORCE AND EFFECT. NO WAIVER OF ANY PROVISION OF THIS SECTION OF THE TERMS OF USE WILL BE EFFECTIVE OR ENFORCEABLE UNLESS RECORDED IN A WRITING SIGNED BY THE PARTY WAIVING SUCH A RIGHT OR REQUIREMENT. SUCH A WAIVER SHALL NOT WAIVE OR AFFECT ANY OTHER PORTION OF THESE TERMS. THIS SECTION OF THE TERMS WILL SURVIVE THE TERMINATION OF YOUR RELATIONSHIP WITH US.
    10. THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE JAMS ARBITRATION RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
18. Links
    1. The Service may contain links to other websites and online resources.
    2. A link to a third party’s website does not mean that we endorse it or that we are affiliated with it.
    3. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.
19. Privacy Policy
    1. Information and data provided by you are subject to TiPJAR's Privacy Policy which can be found at www.wearetipjar.com/us/privacy-policy.
20. Complete Agreement
    1. These Terms of Use constitute the entire agreement between TiPJAR® USA, INC. and you and supersede all prior agreements. If any provision within these Terms of Use for Clients is found to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions which shall remain in full force and effect.
    2. No waiver of any provision shall be deemed a further or continuing waiver of any other provision.
21. Definitions
    1. The following words and phrases have the following meanings in these Terms of Use: