1. Acceptance of Terms and Conditions

This Terms of Service Agreement governs your use of the website located at https://www.tipclub.com (the “Site”), the Tipclub mobile app (the “Application”), and your use of any other applications, widgets, tools, features, content (including without limitation videos and images), services and options available through the Site or Application or otherwise provided by Tipclub, Inc. (“Tipclub, Inc,” the “Company,” “we,” “us,” or “our”) in connection with the Site or Application (collectively with the Site and Application, the “Services”). By accessing, browsing or using the Services or any pages of the Services, you are indicating that you have read and acknowledge and agree to be bound by this Terms of Service Agreement and any additional terms and conditions applicable to certain areas of the Services and posted by us in those areas of the Services, which are incorporated herein by reference (collectively, “Terms and Conditions”), and the Company’s Privacy Statement located at the website https://www.tipclub.com.  If you do not agree to every provision of these Terms and Conditions and the Company’s Privacy Statement, please do not access, browse or use the Services.

These Terms and Conditions may be revised at any time for any reason, and we may provide you notice of these changes by any reasonable means, including by posting the revised version of the Terms and Conditions on the Services. You can determine when we last updated these Terms and Conditions by referring to the “Last Updated” legend at the bottom of these Terms and Conditions. By accessing, browsing or using the Services following the posting of changes to these Terms and Conditions, you accept such changes. You agree to use the Services for lawful purposes only in a manner consistent with any and all applicable rules, laws and regulations. Any use of the Services in a manner inconsistent with these Terms and Conditions is deemed unauthorized access and may subject the user to civil or criminal penalties. We strongly recommend that you periodically visit this page of the Services to review these Terms and Conditions.

2. Important Information about the Services and Tipclub, Inc

Scope and Limitation of Services

The Services provide a technology platform that functions as matchmaking service for business professionals with a "30-day challenge". The Services allow users to swipe users, establish contacts, make inquiries and receive information regarding related business opportunities.

Access to the Services is provided to users who agree to pay applicable subscription fees. Tipclub, Inc is not involved in negotiating, and is not compensated for any transactions that arise out of interactions between users of the Services.

The Services are not provided to, and may not be used by, any user in a jurisdiction where they would be illegal, or where Tipclub, Inc is not authorized to provide Services.

Use and Restrictions Related to the Services

You should not use the Services to execute any documents or instruments, or to make any offers or proposals that you intend to be legally binding. The functionality of the Services might not be technically adequate to support legally binding contracts.

If you post content that may be viewed as an offer of business opportunities or as professional advice or recommendation, you do so at your own risk and with an implied representation and warranty to us that you are complying with all applicable laws. If we incur any damages as a result of your failure to comply with all laws, including but not limited to reasonable attorneys’ fees, you will be responsible.

Conversely, if other users post content that may be viewed as an offer of business opportunities or as professional advice or recommendation, you acknowledge that the offer, advice, or recommendation comes solely from the other user, and not from Tipclub, Inc. We do not vouch for or verify any information posted by users and you proceed at your own risk.

We are not responsible for User Content (as defined in Section 15) or for any losses you incur dealing with other users.

3. Subscription Pricing and Payments

Free or Paid Trials

If you receive a free or paid trial subscription for any of the Services, you will receive free or paid access to that Service for the duration of the free or paid trial period. If you cancel the subscription during the free or paid trial period you will not be billed further. If you do not cancel during the free or paid trial period, you will be billed at the end of the free or paid trial period for the first period of the subscription that you purchased at prevailing rates, which will commence at the end of the free or paid trial period. Access to free or paid trials may be limited to a certain number of free or paid trials for each user during a given period. To avoid any charges, you must cancel BEFORE the end of the trial period; for more information on canceling subscriptions, see Section 4.

Pricing and Changes

Tipclub, Inc displays the pricing for the Services on the Site or Application, as applicable.

Users of the Services can purchase several types of subscription plans (each, and “Account”) allowing you to access those portions of the Services described under each plan. You will be charged a subscription fee for the use of these Services. Tipclub, Inc reserves the right to change the fees at any time, upon notice to you. The increase will apply to the next payment due from you after the notice, provided that you have been given at least 21 days’ prior notice before the charge is made. If you are given less than 21 days’ prior notice, the price increase will not apply until the payment after the next payment due.

Users of the Services can purchase several types of subscription plans (each, and “Account”) allowing you to access those portions of the Services described under each plan. You will be charged a subscription fee for the use of these Services. Tipclub, Inc reserves the right to change the fees at any time, upon notice to you. The increase will apply to the next payment due from you after the notice, provided that you have been given at least 21 days’ prior notice before the charge is made. If you are given less than 21 days’ prior notice, the price increase will not apply until the payment after the next payment due.

By registering for an Account, you agree to pay Tipclub, Inc the fees for the services applicable to the account level chosen. For any upgrade or downgrade in subscription plan level, the credit card that you provided will automatically be charged the new rate immediately.

4. Service Cancellations

Auto-recurring subscriptions to Services (whether monthly, quarterly, annually or any other billing cycle) renew automatically, unless you cancel the subscription BEFORE the end of the applicable billing cycle. The auto-subscription holder is responsible for tracking and managing their respective auto-subscription billing and renewal cycles. Tipclub, Inc may or may not send advance billing notifications on auto-subscriptions.

If you purchase an auto-recurring periodic subscription to a Service, you may cancel that subscription in accordance with this Section 4 at any time BEFORE the end of the applicable billing cycle, and the cancellation will apply to the next period. For example, if you purchase a monthly subscription, you may cancel that subscription at any time during any month of the subscription, and the subscription will be cancelled as of the following month. You WILL NOT receive a refund or a partial refund for the current billing period subscription, whether on a monthly, quarterly, annual or any other billing cycle.

The only acceptable method for you to cancel your subscription(s) is to contact Tipclub, Inc at 800-798-0270 and/or send a written email request to support@tipclub.com. Once you have provided sufficient information, Tipclub, Inc will provide a follow up email or phone call to you confirming any cancellations. Cancellations are only effective upon receipt of a cancellation email confirmation from Tipclub, Inc.

Voicemail messages, text messages or emails sent to any phone numbers and/or email addresses other than the contact information above is not an acceptable mechanism for submitting cancellation requests, and will not result in cancellation of any Service or the respective charges associated with that Service.

5. Refunds

All recurring subscription fees for all apps, services and content are paid in advance and are non-refundable, except as otherwise provided in this Section. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, refunds for accounts that have had access to particular services restricted, refunds for accounts that have had upgrades cancelled for any reason, including violations of these Terms and Conditions, or refunds for months of unused service.

6. Service Deactivations

We reserve the right to deactivate your access to the Services for your failure to pay applicable fees, including payment plans, or for violations of these Terms and Conditions. If you provide us with a credit card that expires during the term of these Terms and Conditions, we reserve the right to charge any renewal card issued to you as a replacement. You agree to promptly pay Tipclub, Inc the event of any refusal of your credit card issuer to pay any amount to Tipclub, Inc for any reason. You agree to pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, Tipclub, Inc may immediately suspend or terminate your access to any or all of the Services.

7. Payment Processing and Taxes

Tipclub, Inc may make available to you various payment-processing methods to facilitate the purchase of the Services. You must abide by any relevant terms and conditions and other legal agreement, whether with Tipclub, Inc or a third party, that governs your use of a given payment processing method. Tipclub, Inc may add or remove payment-processing methods at its sole discretion and without notice to you. You agree to pay for any Services that you order and that Tipclub, Inc may charge your credit card or other form of payment that you indicated for any Services ordered, along with any additional amounts. You agree that you are solely responsible for all fees associated with purchases you make through the Services.

You are responsible for any Taxes, and must pay Tipclub, Inc for Services without any reduction in payment for any Taxes. If Tipclub, Inc is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Tipclub, Inc with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payments to Tipclub, Inc, you must provide Tipclub, Inc with an official tax receipt or other appropriate documentation to support such payments. “Taxes” means any duties, custom fees, or taxes (other than Tipclub, Inc income tax) associated with the sale or license of Services, including any related penalties or interest.

8. Warranty Disclaimer

You agree that your use of the site, services and any content, products, services, or features made in conjunction with or through the services shall be at your sole risk and unless otherwise expressly stated by connected investors, are provided “as is” and “as available”. to the fullest extent permitted by law, Tipclub, Inc, its affiliated entities disclaim all warranties, express or implied, in connection with the service and your use thereof, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, compliance with united states federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations and equivalent laws or regulations in foreign jurisdictions, correctness, accuracy and reliability.

Tipclub, Inc does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the service or any hyperlinked services and Tipclub, Inc will not be a party to or in any way be responsible for monitoring any transaction you pursue with other users or through the use of the services.

Tipclub, Inc and its affiliates have no special relationship with or fiduciary duty to you and without limiting the foregoing, make no representation or warranty with respect to the merits and risks of any transaction you pursue with other users or through the use of the services. as with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

9. Services Content

The Services and all material contained therein, all text, graphics, Applications, Images (as defined in Section 10) and other works, the design and coding, all computer programs used and licensed in connection with the Services, the business process, procedures, methods and techniques used in or in connection with the Services, the look and feel of the Services, and all data and reports generated by the Services (collectively, the “Services Content”) are owned by us or a third party. These materials are protected under copyright, trademark and other laws. You may not copy, download, transmit, modify, distribute or republish the Services or any portion of the Services, including without limitation any of the Services Content without the prior written consent of Company. You may not sell, publicly display, create derivative works of, reverse engineer, assign, sub-license, transfer or otherwise exploit the Services or any Services Content. Use of any Services Content is prohibited without the prior written permission of Company.

As long as you comply with these Terms and Conditions, Company grants you a personal, non-exclusive, non-transferable, non-sublicenseable right to access and make personal, non-commercial use of the Services in compliance with these Terms and Conditions. You shall not, and shall not permit anyone else to, directly or indirectly: (i) remove or alter proprietary notices or labels on or in the Services or Services Content; (ii) engage in any activity that interferes with or disrupts the Services or Services Content; (iii) engage in any fraudulent activity or activity that facilitates fraud; or (iv) otherwise act in violation of these Terms and Conditions. All rights not expressly granted herein are reserved.

Tipclub, Inc hereby grants you a personal, non-exclusive, non-transferable, non-sublicenseable, worldwide right to use, modify, and reproduce Images in the following ways, subject to the limitations set forth herein:

On websites

In print media, digital media, product packaging and software including magazines, newspapers, books (including print-on-demand books), e-books, advertising collateral, letterhead, business cards, product labels, CD and DVD cover art, applications (including mobile “apps”), and opt-in e-mail marketing;

Incorporated into film, video, multimedia presentations, or advertising for broadcast, public performance, or streaming;

Incorporated into print or digital material intended for public display, including trade show booths or point of sale materials;

For decorative purposes solely for your own personal, non-commercial use, not for resale, download or distribution, or any other commercial use; and

If your desired use is not set forth above, please see contact us at support@Tipclub.com.

In the event that you create a derivative work based on or incorporating one or more Images, all rights in and to such Images shall continue to be owned by Tipclub, Inc or its Contributor(s), subject to your rights to use such Image(s) pursuant to the terms and limitations set forth herein. All other rights in the Images are expressly reserved by Tipclub, Inc for itself and its Contributors.

PART II, Restrictions

YOU MAY NOT:

  1. Use an Image or Video other than as specified in PART I;
  2. Make images or video available on a digital asset management system, shared drive or the like for the purposes of sharing or transferring such images;
  3. Resell, redistribute, provide access to, share or transfer any Image or video except as specifically provided herein.
  4. Publicly display an Image or Video: (i) as a standalone file in any digital format on the Internet; or (ii) in any digital format without imposing technical or written restrictions intended to prevent the use of such Images by third parties. Unless expressly permitted by these Terms and Conditions, no other person may use Images or Video which you have licensed hereunder.
  5. Produce or otherwise create for resale or distribution, printed reproductions of any Image or video as wallpaper or wall art, on billboards, or on canvas, paper, plastic or any other medium, unless such reproduction is expressly permitted in PART I.
  6. Use or display any Image or video on websites or in connection with any service designed to sell or induce sales of user-customized on-demand products of any kind using or incorporating Image(s), including, by way of example only, postcards, mugs, t-shirts, posters, wallpaper, artwork and other items.
  7. Use an Image or Video together with pornographic, defamatory, or otherwise unlawful or immoral content.
  8. Use an Image or Video in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
  9. Use an Image or Video in a way that depicts any person therein in a way that a reasonable person might find offensive – this includes, but is not limited to the use of Images: a) in pornography, “adult videos” or the like; b) in ads for tobacco products; c) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; d) in connection with political endorsements; e) in advertisements or promotional materials for pharmaceutical or healthcare, herbal or medical products or services, including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products; and f) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content. You may not use an Image containing the likeness of a person if such use implies that the model engages in any immoral or illegal activity or suffers from a physical or mental infirmity, ailment or condition.
  10. Use any Image or Video on a social media platform or other third party website that claims to acquire rights in the Image or Video contrary to these Terms and Conditions as a result of such use. Upon Tipclub, Inc request, you shall immediately remove any Images or Video from such platform or website. If you require such use, please contact us at support@tipclub.com.
  11. illustration only and not by way of limitation, displaying Images or Video in any format (including thumbnails) for download on a website, offering Tipclub, Inc Images or Video for sale, or including Tipclub, Inc Images or Video in templates of any nature, including web templates, document templates, projects or otherwise for distribution and/or sale to third parties.
  12. Use Images or Video as the basis for any individual or collection of physical or digital merchandise or promotional items, which you offer for sale, including the creation of a digital or print greeting card line based on Tipclub, Inc Images or Video.
  13. Use any Image or Video (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof, or to otherwise endorse or imply the endorsement of any goods and/or services.
  14. Falsely represent, expressly or by way of reasonable implication, that any Image or video was created by you or a person other than the copyright holder(s) of that Image or Video.
  15. Stockpile or otherwise store downloaded Images or Video that are not used within twelve (12) months of the date on which you first downloaded such Image. If you fail to use an Image or Video within twelve (12) months from the date of your first download of that Image or Video, you lose all rights to use that Image or Video.
  16. Use automated programs, applets, bots or the like to access the Tipclub, Inc websites or any content thereon for any purpose, including, by way of example only, downloading Images or Video, indexing or caching the content on the Tipclub, Inc websites.

“Non-transferable” as used herein means that except as specifically provided in these Terms and Conditions, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, an Image or Video or the right to use an Image or Video. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Image or Video. If you become aware of any unauthorized duplication of any Tipclub, Inc Image(s) or Video, please notify us via email at support@tipclub.com.

PART III, Refunds

Any sales of Tipclub, Inc licenses, images, video and related content ARE FINAL, AND NON-REFUNDABLE. Such material is immediately available for consumption upon purchase, so NO REFUNDS WILL BE GRANTED FOR THESE PURCHASES. Tipclub, Inc shall be under no obligation to issue refunds under this Section 10 under any circumstances, unless required by law.

11. Company Trademarks

All product and service names appearing in a typeface different from that of the surrounding text or with a trademark symbol, including without limitation the following:

Tipclub, Inc Logos

are registered and unregistered trademarks and service marks owned by Company or its subsidiaries or affiliates or a third party. The absence of a name, trademark or logo in this list does not constitute a waiver of any and all intellectual property rights that Company has established in any of its goods, services, names or logos. These trademarks and all other trademarks, service marks, logos, and company names (each a “Mark”) used in connection with the Services are the property of Company or third parties and shall remain the property of Company and such third parties. Nothing contained in the Services shall be construed as granting, by implication or otherwise, any license or right to use any such Mark without the prior written permission of Company or such third party that may own such Mark. Your misuse of any such Mark, or any other Services Content, is strictly prohibited.

12. Registration

Each registration is for a single user only. You may not create an account for another individual or entity or allow another individual or entity to use your account on your behalf. In consideration of your use of the Services, you agree to provide accurate, current and complete information about yourself or your company as requested on the Services registration form and to maintain and promptly update the information (including, in particular, your e-mail address) you provide from time to time as necessary to keep the information true, accurate, current and complete. By accepting these Terms and Conditions, you represent and warrant that you are 18 years of age or older and that, if you have accepted these Terms and Conditions on behalf of any business (such as a corporation, partnership, limited liability company or other organization) or other entity, you represent and warrant that you have legal authority to do so.

Any changes to your registration information should be made on the Services. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services.

In connection with registering for the Services, you may receive a password for your use of the Services. You are responsible for keeping your password confidential. You will be responsible for all uses and activity that occurs through your password or account. You will close the browser window for the Services at the end of each use, and you will immediately notify us of any unauthorized use of your password. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 12.

13. Dealing with Other Users

The Services may allow you to correspond or otherwise interact with other users who may provide you with professional advice, business services and/or events, or provide you with other information about various companies or organizations. You acknowledge that such other users are not affiliated with or controlled Tipclub, Inc or its affiliates, and Tipclub, Inc cannot influence the investments, information, advice or services provided by them. Your correspondence or interaction with other users is solely between you and such other users. You agree that Tipclub, Inc and its affiliates, officers, directors, partners, agents, and employees will not be responsible or liable for any loss or damage of any sort incurred as the result of any interactions between you and other users. Furthermore, if you provide any investments, information, advice or services to other users through the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Tipclub, Inc or its affiliates. Tipclub, Inc is under no obligation to become involved in disputes between users of the Services or arising from use of the Services, or between users of the Services and any third party. In the event of a dispute, you release Company and its Affiliated Entities and successors and assigns from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and such services.

14. Legal Requirements

Where Company has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid process, Company may disclose IP addresses, personal information, and any contents of the Services where it is legally compelled to do so.

15. Your Use of the Services

You are solely responsible and liable for all data, information and other materials (“User Content”) that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Services. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information made public through the Services. If you choose to submit to us, or otherwise make any personal information or other information publicly available, you do so at your own risk and company shall have no responsibility or liability therefor.

You agree that you will not, and will not permit anyone else to, directly or indirectly: (a) Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, dishonest or misleading, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) use the Services to harm minors in any way or to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personal information, including e-mail addresses, about other users of the Services; (c) Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; (d) forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Services; (e) interfere with the Services or servers or networks used in connection with the Services; (f) interfere with the ability of others to use the Services; (g) copy, download, transmit, modify, reproduce, sell, resell, sub-license, distribute, publish create derivative works of, reverse engineer, assign, transfer or exploit for any commercial purposes, any portion of the Services, the Services Content or any User Content contained therein; (h) conduct your business using the Services in a way that is unfair, unlawful, or constitutes a deceptive business practice; (i) use any robot, spider, or other automatic device to monitor or copy portions of the Services or the Services Content without Company’s prior written permission; (j) include in any thirty party website any hypertext link to any page or location within the Services without Company’s prior written permission; (k) mirror or display the Services or any portion thereof in frames without Company’s prior written permission; (l) download, reproduce, duplicate, copy or otherwise exploit any portion of the Services for the purpose of sale, resale or making other commercial use thereof; or (m) impersonate any person or entity, including, but not limited to, other users of the Services, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse any statement you make.

You acknowledge and agree that Company may disclose or use any User Content that you Transmit for purposes that include, but are not limited to: (a) enforcing these Terms and Conditions; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of Company, its customers or the public. With respect to User Content that you Transmit to the Services, you grant Company a perpetual, worldwide, royalty-free, non-exclusive transferable, sub-licensable (through multiple tiers) license to use, copy, excerpt, reproduce, display, aggregate, de-identify, publish, modify, distribute and create derivative works of such User Content in any form or media, and to allow others to do so, however, As between the parties, we own all right, title, and interest in and to all intellectual property rights in all materials, products or services developed by us, or on behalf of us by third parties, based on or including as a component thereof any such information as described above, and all generalized knowledge, skill, know-how and expertise relating to such information.

Company does not and cannot verify the identity of all registered users of the Services, review all User Content posted to the Services, or created by users accessing the Services, and is not in any manner responsible for the content of any User Content. You acknowledge that by providing you with the ability to view and distribute user-generated content on the Services, Company is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any User Content or activities on the Services. However, Company reserves the right to block, remove, move or edit any of the submissions in its sole discretion.

16. Linked Sites

Company has not reviewed all of the websites linked to the Services and is not responsible for the content of any third-party pages or any other websites linked to the Services. Nothing in the Services, including, without limitation, any links to other websites, should be construed as an endorsement of any products, services or information of any other persons or companies by Company. Your choice to link to any other website is at your own risk, and you agree to comply with all terms and conditions relating to such websites. Company reserves the right not to link, or to remove the link, to a particular website at any time. Any links to third party websites are provided as a convenience to you and are neither owned nor operated by Company. Company has no control over these linked websites and makes no representations or warranties with respect to these linked websites. Your viewing and use of any third party websites is at your sole discretion and risk.

17. Special Admonitions for International Use

All matters relating to the Services are governed exclusively by the laws of the State of New York in the United States of America and not the jurisdiction in which you are located. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer. Accessing the Services is prohibited from territories where the Site, Services or any content thereon is illegal. If you access the Services from other locations, you do so at your own initiative and are responsible for compliance with local laws.

18. Indemnification

You agree to defend, indemnify and hold harmless Company and its Affiliated Entities from and against any claims, liabilities, costs or damages, including reasonable attorneys’ fees and paralegal fees through final appeals, made by any third party, relating to or arising from (i) your use of the Services, (ii) your interactions with other users of the Services, (iii) any User Content that you Transmit to or through the Services, including without limitation any intellectual property, (iv) any violation of these Terms and Conditions by you, (v) your non-compliance with any federal, state, or local law or regulation, or (vi) any other act or omission by you, including your violation of any rights of another, arising from your use of the Services.

19. Termination

You may terminate your use of the Application at any time for any reason by uninstalling the application from your mobile device. You may delete your account by contacting us at: support@tipclub.com

You acknowledge and agree that Company may terminate your account or access to use of the Services for any reason, including, without limitation, your violation of these Terms and Conditions. You agree that Company may terminate your access to and use of the Services without prior notice and without any liability to you or any third party. You acknowledge and agree that Company may modify, limit, suspend or discontinue the Services or any part of the Services at any time, without notice or liability to you. Company may also, from time to time, establish general rules and policies regarding use of the Services. Company will post such rules and policies on the Services, and you agree that your compliance with such rules and policies shall be a condition of your use or continued use of the Services. Company shall have no liability or responsibility with respect to any lost Services Content, User Content, or other data, such as the deletion of or failure to store Services Content, User Content, or other data. All provisions of these Terms and Conditions that by their nature should survive termination of your right to access and use the Services shall survive (including, but not limited to, all limitations on liability, releases, and indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses). Company reserves the right to, but has no obligation to, store or keep copies of any Services Content, User Content, or other information, unless otherwise required by law or court order.

20. Disclaimer of Consequential Damages

To the fullest extent permitted by law, in no event shall company, its affiliated entities be liable for any damages whatsoever, including without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data, lost employment opportunity or business interruption, resulting from the use or inability to use the site or any related products or services or the site content, whether based on warranty, contract, tort (including without limitation negligence) or any other legal theory, and whether or not the company is advised of the possibility of such damages.

You specifically agree that company is not responsible or liable to you or anyone else for unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, sexually explicit, or otherwise objectionable conduct or speech of any other party on or through the site, or for any infringement or violation of your rights by any other party, including, but not limited to, intellectual property rights, rights of publicity, or rights of privacy. your sole and exclusive remedy for dissatisfaction with the site is to stop using the site.

21. Limitation of Liability

The maximum liability of company and the affiliated entities for all damages, losses and causes of action, whether in contract, tort (including without limitation negligence) or otherwise will be the total amount, if any, paid by you to company to access and use the services. If you live in a jurisdiction whose laws prevent you from taking full responsibility and risk for your use of the site in accordance with these terms and conditions, company’s liability is limited to the greatest extent allowed by the law of that jurisdiction.

22. Governing Law and Jurisdiction

Company operates the Services from its offices in New York in the, U.S.A. These Terms and Conditions and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement shall be governed by the laws of the State of New York, U.S.A. without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in the United States, shall not apply. The exclusive forum for the resolution of any dispute relating to these Terms and Conditions shall be the state and federal courts in Monroe County, New York, U.S.A., and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms and Conditions and agree to service of process on you by e-mail to the address you have submitted on the Services, if any, and by any other means permitted by law.

23. Arbitration

You and company agree that any dispute, claim or controversy arising out of or relating in any way to this website terms of use or related products or services shall be finally decided by binding arbitration under the rules of the american arbitration association governing consumer disputes. Arbitration uses a single, neutral arbitrator to decide a dispute (instead of a judge or jury); arbitration allows for more limited discovery than in a court case; and the arbitration process and result is subject to very limited review by courts. In arbitration you have the right, at your expense, to be represented by an attorney of your choosing. Arbitrators can award the same damages and relief under this eula that a court can award under this eula. You and company agree that any in-person arbitral hearing would occur in the same county and state as your billing address. Company further agrees that your filing fee for arbitration will be capped at the amount set by the american arbitration association. You agree that, by agreeing to this eula, the u.S. Federal arbitration act governs the interpretation and enforcement of this provision, and that you and company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this eula and the termination of your use of the mobile mail. Regardless of the forum, you and company agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and company agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

24. Notice

All notices, demands, or consents given by you under these Terms and Conditions will be in writing and will be deemed given when delivered to Company at the following contact: Tipclub, Inc, 146 Halstead Street, Suite 200, Rochester, NY 14610.

Any notices to you may be made via either e-mail or postal mail to the address in Company’s records or via positing on the Services.

Please report any violations of these Terms and Conditions to Company at the contact listed above.

25. Miscellaneous

You may not assign, sublicense or otherwise transfer any of your rights under these Terms and Conditions. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Headings in these Terms and Conditions are for convenience only and shall have no legal meaning or effect. No action arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose. These Terms and Conditions, and not the conduct between us or any trade practice, shall control the interpretation of these Terms and Conditions between the parties respecting the Services. Company’s failure to enforce a particular provision of these Terms and Conditions does not mean that Company waives the right to enforce it in the future; Company shall waive such a right only in writing.

These Terms and Conditions and all other written agreements duly executed between you and Company in connection with your use of the Services constitute the entire agreement between you and Company with respect to the subject matter hereof and supersede any prior or contemporaneous proposals, discussions, communications, or oral agreements heretofore made.

26. Procedure for Making Claims of Copyright Infringement

We expect users of the Services to respect the intellectual property rights of others. If you believe in good faith that any of the content on the Services infringes your copyright, please provide our copyright agent the written information specified below.

  1. 1.An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. 2.A description of the copyrighted work that you claim has been infringed;
  3. 3.A description of where the material that you claim is infringing is located on the Services;
  4. 4.Your address, telephone number and email address;
  5. 5.A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  6. 6.A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

PART IIII, Membership

1.1. Your Tipclub membership will continue month-to-month and automatically renew until terminated. To use the Tipclub service you must have Internet access and a Tipclub ready device and provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party. You must cancel your membership before it renews each month in order to avoid billing of the next month's membership fees to your Payment Method (see "Cancellation" below).

1.2. We may offer a number of membership plans, including special promotional plans or memberships offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. Some membership plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your membership by visiting our website.

Free Trials

2.1. Your Tipclub membership may start with a free trial. The free trial period of your membership lasts for one month, or as otherwise specified during sign-up and is intended to allow new and certain former members to try the service.

2.2. Free trial eligibility is determined by Tipclub at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent membership to determine eligibility. For combinations with other offers, restrictions may apply.

2.3. We will charge your Payment Method for your monthly membership fee at the end of the free trial period and your membership will automatically renew monthly unless you cancel your membership prior to the end of the free trial period. To view the monthly membership price and end date of your free trial period, visit our website and click the "profile" on the "Account" page.

Billing and Cancellation

3.1. Billing Cycle. The membership fee for the Tipclub service any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged on a monthly basis to your Payment Method on the calendar day corresponding to the commencement of the paying portion of your membership until your membership is cancelled. Membership fees are fully earned upon payment. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month. We may authorize your Payment Method in anticipation of membership or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization during your free trial period.

3.2. Payment Methods. To use the Tipclub service you must provide one or more Payment Methods. You can update your Payment Methods by going to the "profile" page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s). You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.

3.3. Cancellation. You can cancel your Tipclub membership at any time, and you will continue to have access to the service through the end of your monthly billing period. We do not provide refunds or credits for any partial-month membership periods. To cancel, go to the "Profile" page on our website or app and follow the instructions for cancellation. If you cancel your membership, your account will automatically close at the end of your current billing period. To see when your account will close, click "subscription details" on the "profile" page.

3.4. Changes to the Price and Subscription Plans. We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes or changes to your subscription plan will take effect following notice to you.

No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

Tipclub Service

4.1. You must be 18 years of age, or the age of majority in your province, territory or country, to become a member of the Tipclub service. Individuals under the age of 18, or applicable age of majority, may utilize the service only with the involvement of a parent or legal guardian, under such person's account and otherwise subject to these Terms of Use.

Passwords and Account Access. The member who created the Tipclub account and whose Payment Method is charged (the "Account Owner") has access and control over the account and the Tipclub ready devices that are used to access our service and is responsible for any activity that occurs through the account. To maintain control over the account and prevent anyone from accessing the account (which could include information on viewing history for the account), the Account Owner should maintain control over the Tipclub ready devices that are used to access the service and not reveal the password or details of the Payment Method associated to the account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you, Tipclub or our partners from identity theft or other fraudulent activity. Tipclub is not obligated to credit or discount a membership for holds placed on the account by either a representative of Tipclub or by the automated processes of Tipclub.

Disclaimers of Warranties and Limitations on Liability

6.1. THE TIPCLUB SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE TIPCLUB SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TIPCLUB DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE TIPCLUB SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. TIPCLUB SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS, TIPCLUB READY DEVICES, AND TIPCLUB SOFTWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH OUR SERVICE).

6.2. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL TIPCLUB, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.

6.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

6.4. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU

Arbitration Agreement

7.1. If you are a Tipclub member in the United States (including its possessions and territories), you and Tipclub agree that any dispute, claim or controversy arising out of or relating in any way to the service, these Terms of Use and this Arbitration Agreement, shall be determined by binding arbitration or in small claims court. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Tipclub are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Tipclub membership.

Miscellaneous

8.1. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the state of New York, U.S.A. without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence.

8.2. Feedback. Tipclub is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to the Tipclub service, including the Tipclub website and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Tipclub service. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law.

8.3. Customer Support. To find more information about our service and its features, or if you need assistance with your account, please visit our website. In certain instances, Customer Service may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. In the event of any conflict between these Terms of Use and information provided by Customer Service or other portions of our website, these Terms of Use will control.

8.4. Survival. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

8.5. Changes to Terms of Use and Assignment. Tipclub may, from time to time, change these Terms of Use. Such revisions shall be effective immediately; provided however, for existing members, such revisions shall, unless otherwise stated, be effective 30 days after posting. We may assign our agreement with you to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the applicable Tipclub service.

8.6. Communication Preferences. We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Materials on this website and mobile app are copyrighted and all rights are reserved. Text, graphics, functionality, databases, HTML code, and other intellectual property are protected by US and International Copyright Laws, and may not be copied, reprinted, published, reengineered, translated, hosted, or otherwise distributed by any means without explicit permission. All of the trademarks on this site are trademarks of Tipclub, Inc. Legal owners and authors of Tipclub, Inc or of other material only used with their permission. We also use a Google Analytics Advertising remarketing feature to collect data for future advertising to help consumer understanding.

We and third-party vendors use first-party cookies (such as the Google Analytics cookie) or other first-party identifiers, and third-party cookies (such as Google advertising cookies) or other third-party identifiers together to collect this data.

Visitors can opt-out of the Google Analytics Advertising Features used, including through Ads Settings, Ad Settings for mobile apps, or any other available means

By using this site, you signify your Assent and Agreement to these Terms of Use. If you do not agree to these Terms of Use, do not use the site.

Company’s copyright agent for notice of claims of copyright infringement can be reached as follows:

Tipclub, Inc. 146 Halstead Street, Suite 200, Rochester, NY 14610

800-798-0270 support@tipclub.com

Last Updated: October 16, 2019

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