TipTop Terms of Service
Section 22 of these Terms contains an arbitration agreement and class action waiver that apply to all claims brought against TipTop. Please read them carefully.
Last Updated: September 2023
Thank you for using TipTop!
These Terms of Service (Service Providers and Clients) (“Terms”) are a binding legal agreement between you and TipTop that govern your use of the website, application, and other offerings from TipTop (collectively, the “TipTop Platform”). When used in these Terms, “TipTop,” “we,” “us,” or “our” refers to TipTop Software LLC, the entity which owns TipTop and with whom you are contracting. The term, “you” or “your” means either a Service Provider or a Client, or both as Users (defined below), depending on the context of the Section in these Terms.
The TipTop Platform offers an online venue that enables users (“Users”) to publish, market, offer, search for, and book on-demand personal services, for example, hair styling. Users who publish, market, offer and sell on-demand services on the TipTop Platform are “Service Providers”[1] and Users who search for, book, use or receive such services on the TipTop Platform are “Clients.” Service Providers offer a variety of personal on-demand services (collectively, “Provider Services” or “Services”), and create their individual profile pages describing their Services offering, a “Profile”). You must register an account to access and use the features of the TipTop Platform, and must keep your account information accurate. As the provider of the TipTop Platform, TipTop does not own, control, offer or manage any Profiles or Services. TipTop is not a party to the bookings or agreements concluded directly between Service Providers and Clients, nor is TipTop a payment platform or provider, or an insurer. Clients pay Service Providers through a third-party payment provider, Stripe (www.stripe.com). TipTop is not acting as an agent in any capacity for any User.
These Terms are incorporated by reference in the Subscription License Order Form (Services Provider) and Software as a Service Agreement (Service Provider) signed by Service Providers.
These Terms are supplemented by our Privacy Policy available at www.jointiptop.com which describes our collection and use of personal data.
PLEASE NOTE THAT THE TIPTOP PLAFORM IS INTENDED TO BE USED TO FACILITATE THE CONNECTION OF SERVICE PROVIDERS AND CLIENTS FOR THE PURPOSES OF ARRANGING PERSONAL ON-DEMAND SERVICES WITH EACH OTHER THROUGH THE TIPTOP PLATFORM, BUT YOU AGREE THAT TIPTOP HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY APPOINTMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. TIPTOP CANNOT AND DOES NOT CONTROL THE INFORMATION OR CONTENT CONTAINED IN ANY PROFILES (OTHER THAN THE ARRANGEMENT AND DISPLAY OF SUCH CONTENT) OR THE CONDITION, LEGALITY, SAFETY, OR SUITABILITY OF ANY APPOINTMENTS OR ACCOMMODATIONS. TIPTOP IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL APPOINTMENTS AND ACCOMMODATIONS. ACCORDINGLY, ANY APPOINTMENTS WILL BE MADE OR ACCEPTED AT EACH USER’S OWN RISK, AND, AMONG OTHER THINGS, CLIENTS MUST SATISFY THEMSELVES WITH ANY SERVICE PROVIDER - AND SERVICE PROVIDERS MUST SATISFY
THEMSELVES WITH CLIENTS’ ACCOMODATIONS. USERS SHOULD NOT COMPLETE AND SHOULD IMMEDIATELY CANCEL APPOINTMENTS IF THEY FEEL UNSAFE OR UNCOMFORTABLE WITH ANY CONDITIONS RELATING TO THE APPOINTMENT IN ANY WAY. YOU ACKNOWLEDGE AND AGREE THAT YOUR ABILITY TO OBTAIN PERSONAL ON-DEMAND SERVICES THROUGH THE USE OF THE TIPTOP PLATFORM DOES NOT ESTABLISH TIPTOP AS A PROVIDER OF ANY SUCH SERVICES.
Table of Contents
Client Terms
1. Our Mission.
2. Searching and Booking on TipTop.
3. Payment Process.
4. Your Responsibilities and Assumption of Risk.
Service Provider Terms
5. Service Providers on TipTop.
6. Managing Your Profile.
7. Cancellations and Booking Modifications.
8. Taxes.
General Terms for Users
9. Health and Safety Policy (Infectious Diseases and Conditions).
10. Reviews.
11. Content.
12. TipTop Platform Rules.
13. Termination, Suspension and other Measures.
14. Modification.
15. TipTop’s Role.
16. User Accounts.
17. Intellectual Property
18. Disclaimer of Warranties.
19. Limitations on Liability.
20. Indemnification.
21. Governing Law and Venue.
22. Dispute Resolution and Arbitration Agreement.
23. Miscellaneous.
Client Terms
1. Our Mission.
Our mission is to empower the individual, building a community around quality service delivered through freedom and flexibility. Learn more about each Service Provider and their Services offering by reviewing their Profile, and Client reviews. If you have questions, just message the Service Provider.
2. Searching and Booking on TipTop.
2.1 Searching. You can search for Provider Services and specific Services by using criteria like the type of Service, location, distance between Provider and Client, and availability (“Service Prices”). You can also use filters to refine your search results. Search results are based on their relevance to your search and other criteria. Relevance considers factors like location, distance, and availability, Service Provider requirements, reviews, customer service and cancellation history, popularity, and saved Profiles.
2.2 Booking. When you book a Service with a Service Provider, you are agreeing to pay all charges for your Services including the Service Prices, applicable fees and any other items identified during checkout, e.g., hair care products (collectively, the “Total Price”). When you receive the booking confirmation, a contract for Services is formed directly between you and the Service Provider. The cancellation policy, booking modifications, and any other rules, standards, policies, or requirements identified in the Service Provider’s Profile or during checkout form part of your contract with the Service Provider.
2.3 Your Responsibilities to Service Providers. A booking with a Service Provider entitles you to purchase his/her Services. You are responsible for confirming that you, and anyone you include to receive Services, e.g., a minor child or gift recipient meet minimum fitness or health requirements to receive or use such Services. You are responsible for informing the Service Provider of any medical or physical conditions, or other circumstances that may impact your ability to receive or use the Services. You may not allow any person to join you and a Service Provider during the provision of Services unless they are identified during the booking process. For special events booking, e.g., weddings, you must identify all recipients of Services for the event during the booking process.
3. Payment Process.
3.1 Payment Provider. Your payments for Services to Service Providers are not processed on the TipTop Platform. TipTop has contracted with a third-party vendor, Stripe, through which your payments are made to Service Provider. See www.stripe.com for details about its payment platform and terms and conditions.
3.2 TipTop Service Fees. TipTop receives a fee for the services provided on the TipTop Platform (“TipTop Service Fees”) equal to five percent (5%) of the Total Price charged by Service Providers for Services. The TipTop Service Fee is included in the Total Price you pay the Service Provider for Services. TipTop may modify the TipTop Service Fees at any time, and will provide notice of any fee changes before they become effective. TipTop Service Fee changes will not affect bookings made prior to the effective date of the fee change.
4. Your Responsibilities and Assumption of Risk.
4.1 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you include in a booking, including, for example, a gift recipient. For example, this means: (i) you are responsible for ensuring that the premises where you request Service Provider to provide Services is safe, clean and configured to accommodate such Services, and (ii) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are booking for a recipient of Services who is a minor or if a minor is present for Services, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.
4.2 Your Assumption of Risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the TipTop Platform and any Content (as defined in Section 11), including your purchase, use and receipt of any Services, or any other interaction you have with Service Providers whether in person or online. This means it is your responsibility to investigate a Service Provider and the offered Services to determine whether it is suitable for you. For example, Services may carry risk of illness, bodily injury, or disability, and you freely and willfully assume those risks by choosing to purchase and receive such Services. Please see Section 9 (Covid-19 Safety Policy).
Service Provider Terms
5. Service Providers on TipTop.
5.1 Service Provider. As a Service Provider, TipTop offers you the opportunity to promote, market and offer and sell your Services to our community of Clients. It’s easy to create a Profile and you are in control of what Services you provide – schedule the location, set your price, availability, and rules in your Profile.
5.2 Contracting with Clients. When you accept a booking request from a Client, you are entering into a contract directly with the Client, and are responsible for delivering your Services under the terms and at the price specified in your Profile. You are also agreeing to pay applicable fees like the Subscription Fee for a Subscription License as defined in the Subscription License Order Form (Service Provider) and Software as a Service Agreement (Service Provider), and applicable taxes for each booking. Any terms, policies or conditions that you include in your Profile and any supplemental agreements with Clients must: (i) be consistent with these Terms, our Privacy Policy, and the information provided in your Profile, and (ii) be prominently disclosed in your Profile.
5.3 Independence of Service Providers. Your relationship with TipTop is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of TipTop. TipTop does not direct or control your Services, and you agree that you have complete discretion whether and when to provide Services, the location of such Services, and at what price and on what terms to offer them.
5.4 Your Assumption of Risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the TipTop Platform and any Content (as defined in Section 11), including your marketing, offering and sale of any Services, or any other interaction you have with Clients whether in person or online. This means it is your responsibility to investigate a Client to determine whether he/she is suitable for you. For example, providing in-home Services may carry risk of illness, bodily injury, or disability, and you freely and willfully assume those risks by choosing to sell and provide such Services. Please see Section 9 (Covid-19 Safety Policy).
6. Managing Your Profile.
6.1 Creating and Managing Your Profile. The TipTop Platform provides tools that make it easy for you to set up and manage a Profile. Your Profile must include complete and accurate information about your Services, your prices, and any rules or requirements that apply to your Clients or Profile. You are responsible for keeping your Profile information (including availability) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Services and suggest you carefully review policy terms and conditions including coverage details and exclusions.
6.2 Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Services or Profile. For example: most jurisdictions require Service Providers to obtain a license such as a cosmetology license before providing Services. In some places, the Services you want to offer may be prohibited altogether, for example, hair cutting and coloring in Clients’ homes or outside of a licensed salon. Check your local rules to learn what laws and regulations apply to the Services you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Clients and others in compliance with applicable privacy laws and these Terms, including our Privacy Policy. If you have questions about how local laws apply you should always seek legal advice.
6.3 Search Ranking. The ranking of Profiles in search results on the TipTop Platform depends on a variety of factors, including these main parameters:
Client search parameters (e.g., type of Services, price range),
Profile characteristics (e.g., price, availability, number and quality of images, reviews, type of Services, Service Provider status, age of the Profile, average Client popularity),
Client booking experience (e.g., customer service and cancellation history of the Service Provider, ease of booking),
Service Provider requirements (e.g., location options, minimum price, booking cut-off time), and
Client preferences (e.g., saved Profiles, location from where the Client is searching).
Search results may appear different on our mobile application than they appear on our website. TipTop may allow Service Providers to promote their Profiles in search or elsewhere on the TipTop Platform by paying an additional fee.
6.4 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Services. You are responsible for setting your price and establishing rules and requirements for your Profile. You must describe any and all fees and charges in your Profile description and may not collect any additional fees or charges outside the TipTop Platform except those expressly authorized by Clients for hair care products. Do not encourage Clients to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the TipTop Platform in violation of our Off-Platform Policy set forth in Article 8 of the Software as a Service Agreement (Service Provider).
6.5 Service Provider as a Team or Organization. If you work with a co-Service Provider or a Service Provider as part of a team, business, or other organization, the entity and each individual who participates in providing Services is responsible and liable as a Service Provider under these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established.
6.6 Your Assumption of Risk. You acknowledge that providing Services carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the TipTop Platform, offering Services, or any interaction you have with Clients in person or online. You agree that you have had the opportunity to investigate the TipTop Platform and any laws, rules, regulations, or obligations that may be applicable to your Profile or Services, and that you are not relying upon any statement of law made by TipTop.
7. Cancellations and Booking Modifications.
7.1 Cancellations. If a Client cancels a booking, the amount paid to you is determined by your cancellation policy that applies to that booking. As a Service Provider, you should not cancel on a Client without a valid reason or if required by applicable law.
7.2 Booking Modifications. Service Providers and Clients are responsible for any booking modifications they agree to make between themselves outside the TipTop Platform, including any applicable fees associated with a booking modification.
8. Taxes.
As a Service Provider, you are solely responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable taxes ("Taxes").
General Terms for Users
9. Health and Safety Policy (Infectious Diseases or Conditions). Without limiting the requirements and responsibilities set forth above, all Users of the TipTop Platform acknowledge and agree that such responsibilities include without limitation, taking all appropriate health, safety and hygiene measures to protect themselves and each Service Provider and Client from the spread or potential spread of infectious diseases or conditions, or any other unhealthy, unsafe, or unsanitary conditions. This includes without limitation, following all steps set forth in CDC guidelines regarding Covid-19 at: https://www.cdc.gov/coronavirus/2019-ncov/prevent-getting-sick/prevention.html and WHO guidelines at:https://www.who.int/emergencies/diseases/novel-coronavirus-2019/advice-for-public. TipTop cannot, and does, not guarantee any Services or conditions or take any responsibility or liability for (a) a User’s failure to provide safe, healthy, and sanitary services or accommodations for the Services, (b) unsafe, unhealthy, or unsanitary conditions even if the CDC and/or WHO guidelines are followed, or (c) any spread or potential spread of infectious diseases or conditions or any other unhealthy, unsafe, or unsanitary conditions resulting from use of the Services in any manner. All Users must cancel Service appointments if they have a cough, fever or other symptoms of COVID-19, if they have tested positive or COVID-19, or if they generally feel unwell.
10. Reviews.
After each Service, Clients and Service Providers will have an opportunity to review each other. Your review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates our TipTop Platform Rules included in Article 12. Reviews are not verified by TipTop for accuracy and may be incorrect or misleading.
11. Content.
Parts of the TipTop Platform enable you to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you grant TipTop a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. Where TipTop pays for the creation of Content or facilitates its creation, TipTop may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant TipTop the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party and are obligated to fully indemnity us under the provisions in Article 20. Content must comply with our TipTop Platform Rules, which prohibit, among other things, discriminatory, obscene, harassing, deceptive, violent, and illegal content. You agree that TipTop may make available services or automated tools to translate Content and that your Content may be translated using such services or tools. TipTop does not guarantee the accuracy or quality of translations and Service Providers are responsible for confirming the accuracy of such translations.
12. TipTop Platform Rules.
12.1 Rules. You must follow these rules and must not help or induce others to break or circumvent these rules.
Act with integrity and treat others with respect
Do not lie, misrepresent something or someone, or pretend to be someone else.
Be polite and respectful when you communicate or interact with others.
Do not discriminate against or harass others.
Do not scrape, hack, reverse engineer, compromise or impair the TipTop Platform
Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the TipTop Platform.
Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the TipTop Platform or Content.
Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the TipTop Platform.
Do not take any action that could damage or adversely affect the performance or proper functioning of the TipTop Platform.
Only use the TipTop Platform as authorized by these Terms or another agreement with us
You may only use another User’s personal information as necessary to facilitate a transaction using the TipTop Platform as authorized by these Terms.
Do not use the TipTop Platform, our messaging tools, or Users’ personal information to send commercial messages without the recipient’s express consent.
You may use Content made available through the TipTop Platform solely as necessary to enable your use of the TipTop Platform as a Client or Service Provider.
Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
Do not request, make, or accept a booking or any payment outside of the TipTop Platform to avoid paying fees, taxes or for any other reason.
Do not require or encourage Clients to open an account, leave a review, complete a survey, or otherwise interact, with a third-party website, application or service before, during or after a reservation, unless authorized by TipTop.
Do not engage in any practices that are intended to manipulate our search algorithm.
Do not book Services unless you are actually using the Services.
Do not use, copy, display, mirror or frame the TipTop Platform, any Content, any TipTop branding, or any page layout or design without our consent.
Honor your legal obligations
Understand and follow the laws that apply to you, including privacy, and data protection laws.
If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our Privacy Policy.
Read and follow these Terms and Privacy Policy.
Do not use the name, logo, branding, or trademarks of TipTop or others without permission.
Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with TipTop branding.
Do not offer Services that violate the laws or agreements that apply to you.
Do not offer or solicit prostitution or participate in or facilitate human trafficking.
12.2 Reporting Violations. If you believe that a User, Profile or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting TipTop. In addition, if you believe that a User, Profile or Content has violated these Terms, you should report your concerns to TipTop. If you reported an issue to local authorities, TipTop may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.
13. Termination, Suspension and other Measures.
13.1 Term. The agreement between you and TipTop reflected by these Terms is effective when you access the TipTop Platform (for example to create a Profile or search for Services) and remains in full force and effect while you use the Platform or until either you or we terminate the agreement in accordance with these Terms.
13.2 Termination. You may terminate this agreement at any time by sending us an email at www.legal@jointiptop.com. TipTop may terminate this agreement and your Profile for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your Profile. TipTop may also terminate this agreement immediately and without notice and stop providing access to the TipTop Platform if you breach these Terms, you violate our Policies, you violate applicable laws, or we reasonably believe termination is necessary to protect TipTop, its Users, or third parties. If your Profile has been inactive for more than two (2) years, we may terminate your account without prior notice.
13.3 User Violations. If (i) you breach these Terms, our Privacy Policy or any other agreement with TipTop, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) TipTop believes it is reasonably necessary to protect TipTop, its Users, or third parties; TipTop may, with or without prior notice:
suspend or limit your access to or use of the TipTop Platform and/or your account;
suspend or remove Profiles, reviews, or other Content;
cancel pending or confirmed bookings; or
suspend or revoke any special status associated with your account.
For minor violations or where otherwise appropriate as TipTop determines in its sole discretion, you will be given notice of any intended measure by TipTop and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting us at legal@jointiptop.com.
13.4 Legal Mandates. TipTop may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including without limitation, the measures described above in Section 13.3.
13.5 Effect of Termination. When this agreement has been terminated, you are not entitled to a restoration of your Profile or any of your Content. If your access to or use of the TipTop Platform has been limited, or your TipTop Profile has been suspended, or this agreement has been terminated by us, you may not register a new Profile or access or use the TipTop Platform through a Profile of another User.
13.6 Survival. Parts of these Terms that by their nature survive termination, will survive termination of this agreement including without limitation, Articles 2 through 22.
14. Modification.
TipTop may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the TipTop Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the TipTop Platform will constitute acceptance of the revised Terms.
15. TipTop’s Role.
We offer a platform that enables Users to publish, offer, search for, and book Services. While we work hard to ensure our Users have great experiences using TipTop, we do not and cannot control the conduct of Clients and Service Providers. You acknowledge that TipTop has the right, but does not have any obligation, to monitor the use of the TipTop Platform and verify information provided by our Users. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the TipTop Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Profiles that don’t meet quality and eligibility criteria. Users acknowledge and agree that TipTop administers its Privacy Policy and other agreements, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Users agree to cooperate with and assist TipTop in good faith, and to provide TipTop with such information and take such actions as may be reasonably requested by TipTop with respect to any investigation undertaken by TipTop regarding the use or abuse of the TipTop Platform. TipTop is not acting as an agent for any User.
16. User Accounts.
You must register an account to access and use many features of the TipTop Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the TipTop Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account and Profile information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify TipTop if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.
17. Intellectual Property
17.1 Ownership; Rights. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the TipTop Platform are owned by us. Our provision of the License to use the Platform (as defined in Section 17.3) does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. We reserve all rights not granted in these Terms.
17.2 Trademarks. TipTop’s stylized name and other related graphics, logos, trademarks, service marks and trade names used on or in connection with the TipTop Platform are the property of TipTop and may not be used without our written permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the TipTop Platform are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
17.3 Limited License. Subject to your compliance with these Terms, TipTop grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license (the “License”) to access and use the Platform to: (i) download and use the Application on your personal device(s); and (ii) access and view the Content made available on or through the TipTop Platform and accessible to you, solely for your personal and non-commercial use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Use of the Application is also subject to the provisions of the section entitled TipTop Platform Rules.
17.4 License Restrictions. In addition to other conditions set forth in these Terms, the rights granted to you in the Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) you will not access the Platform in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Platform will be subject to the terms of this agreement. All copyright and other proprietary notices on any Platform content must be retained on all copies thereof.
17.5 Copyright Policy.
We respect the intellectual property of others and ask that Users of our Platform do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright laws that provide for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users who are repeat infringers of intellectual property rights, including copyrights. A repeat infringer is any user for whom we have received two or more takedown notices (however, we reserve the right to terminate any User who submits infringing content at any time). If you believe that one of our Users is, through the use of our Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to us at www.legal@jointiptop.com:
your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our Platform that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorneys’ fees incurred by us in connection with the written notification and allegation of copyright infringement.
18. Disclaimer of Warranties.
We provide the TipTop Platform and, Profiles and all Content “AS-IS” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Client, Service Provider, Service, Profile or third party, including without limitation, Stripe; (ii) we do not warrant the performance or non-interruption of the TipTop Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Profiles or Users (if any) will identify past misconduct or prevent future misconduct. Any references to a User Profile being "verified" (or similar language) indicate only that the User Profile or TipTop has completed a relevant verification or identification process and nothing else. You acknowledge and agree that we have no obligation to provide you with any support or maintenance in connection with your use of the Platform. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.
19. Limitations on Liability.
Neither TipTop (including its owner, officers, employees, consultants or agents) nor any other party involved in creating, producing, or delivering the TipTop Platform or any Profiles or Content 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, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the TipTop Platform or any Profiles or Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the TipTop Platform, or (iv) publishing or booking of a Profile, including the provision, use or as a recipient of any Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not TipTop has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.
In no event will TipTop’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Users, or your use of or inability to use the TipTop Platform, any Profile or Content, or any Service, exceed: (A) to Clients, the amount you paid as a Client during the 12-month period prior to the event giving rise to the liability, (B) to Service Providers, the amount paid to you as a Service Provider in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars ($100 USD).
These limitations of liability and damages are fundamental elements of the agreement between you and TipTop. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.
20. Indemnification.
To the maximum extent permitted by applicable law, you agree to release, defend (at TipTop’s option), indemnify, and hold TipTop (including its owner, officers, employees, consultants or agents) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our Privacy Policy or Software as a Service Agreement (Service Provider); (ii) your improper use of the TipTop Platform, (iii) your interaction with any User, creation of a Profile, sale or purchase of any Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, sale, purchase, use or receipt of any Service (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations, such as applicable cosmetology laws, or third party rights such as intellectual property or privacy rights.
21. Governing Law and Venue.
These Terms will be interpreted in accordance with the substantive and procedural laws of the State of Minnesota without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 22.4 must be brought in state or federal court in St. Paul, Minnesota, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in St. Paul, Minnesota.
22. Dispute Resolution and Arbitration Agreement.
22.1 Overview of Dispute Resolution Process. TipTop is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 22 applies: (1) an informal negotiation directly with TipTop’s customer service team (described in Section 22.2 below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and TipTop each retain the right to seek relief in small claims court as an alternative to arbitration.
22.2 Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and TipTop each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to TipTop by mailing it to TipTop’s agent for service: Harvard Business Services, Inc., 16102 Coastal Highway, Lewes, Delaware 19958. TipTop will send its notice of dispute to the email address associated with your TipTop Profile. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).
22.3 Agreement to Arbitrate. You and TipTop mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the TipTop Platform, Services, or any Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and TipTop agree that the arbitrator will decide that issue.
22.4 Exceptions to Arbitration Agreement. You and TipTop each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 21): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights as described in Section 10.7 in the Software as a Service Agreement (Service Provider); or (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
22.5 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.
22.6 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, TipTop agrees that any required arbitration hearing may be conducted, at your option: (a) via phone or video conference; or (b) if all parties agree, by solely the submission of documents to the arbitrator.
22.7 Modification of AAA Rules - Attorney’s Fees and Costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.
22.8 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
22.9 Jury Trial Waiver. You and TipTop acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
22.10 No Class Actions or Representative Proceedings. You and TipTop acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.
22.11 Severability. Except as provided in Section 22.10 in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.
22.12 Survival. Except as provided in Section 22.11 and subject to Section 13.6, this Section 22 will survive any termination of these Terms and will continue to apply even if you stop using the TipTop Platform.
23. Miscellaneous.
23.1 Other Terms Incorporated by Reference. Our Privacy Policy, Software as a Service Agreement (Service Provider) and Subscription License Order Form (Service Provider) apply to your use of the TipTop Platform, are incorporated by reference, and form part of your agreement with TipTop.
23.2 Interpreting these Terms. Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between TipTop and you pertaining to your access to or use of the TipTop Platform and supersede any and all prior oral or written understandings or agreements between TipTop and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and TipTop. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”
23.3 No Waiver. TipTop’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
23.4 Assignment. You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without TipTop's prior written consent. TipTop may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion.
23.5 Notice. Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by TipTop via email, TipTop Platform notification, or any other contact method we enable and you provide.
23.6 Third-Party Services. The TipTop Platform may contain links to third-party websites, applications, services or resources, for example, Stripe, (“Third-Party Services”) that are subject to different terms and privacy practices. TipTop is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
23.7 Google and Android Terms. Some translations on the TipTop Platform are powered by Google Maps and the Android Store. Google and Android disclaim all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement. Your use of the TipTop Platform are subject to the terms and conditions of Google and Android, as applicable.
23.8 Apple Terms. If you access or download our application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement at, https://www.apple.com/legal/sla/,
23.9 Force Majeure. TipTop shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
23.10 Emails and SMS. You will receive administrative communications from us using the email address or other contact information, for example, SMS (text messages), you provide for your TipTop account. Enrollment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have a TipTop account.
23.11 Contact Us. If you have any questions about these Terms please contact us at www.legal@jointiptop.com.
[1] Service Providers may be referred to in media content as “TipToppers.”