tiptotem terms of service

the editor   |   monday, jan 11, 2016
 

This Agreement (“Agreement”) describes the terms and conditions under which you may use Tiptotem Services. Your use of Tiptotem Services, as a registered User or as an unregistered visitor to www.tiptotem.com, is deemed to constitute your consent to this Agreement. Tiptotem may amend this Agreement at any time by posting a revised version at www.tiptotem.com/terms. Your continued use of Tiptotem Services is deemed consent to such amended Agreement.

I. Tiptotem Services

Tiptotem Services” includes all services provided to registered Users of any mobile software application provided by Tiptotem, LLC (an "App") or any visitors to www.tiptotem.com, including but not limited to any information provided in an App or at www.tiptotem.com by Tiptotem, you, any other User, or any visitor to www.tiptotem.com; private and public messaging through a Tiptotem Account; and payment instruction delivery services provided by Tiptotem.

II. Tiptotem Accounts

A. Opening a Tiptotem Account

You may access certain Tiptotem Services as an unregistered visitor to www.tiptotem.com prior to registration as a User.

A “User” is an individual who has opened a Tiptotem Account. A Tiptotem Account is created by logging in to Tiptotem using your credentials associated with a third party service or by providing your email address and a confirmed password.

You agree to promptly update any information relating to your Tiptotem Account (including all CIP Information) immediately at the time such information becomes inaccurate and promptly following any request you receive from Tiptotem.

If you are a User whose identity Tiptotem has verified in accordance with the AML Policy, you may be permitted to originate a TTI and establish a Source Account and Payout Account for receipt of funds from other Tiptotem Users pursuant to a TTI, as further described in this Agreement.

i. Restrictions Applicable To User Identities

You represent and warrant that each of the following are true at the time you create your Tiptotem Account and each time you utilize any Tiptotem Services:

1. You will not provide any false personal information or create an account for anyone other than yourself without the permission of such other individual.

2. You will not create more than one Tiptotem Account.

3. If Tiptotem suspends or terminates your Tiptotem Account, you will not create another one without Tiptotem’s permission.

4. You are at least 18 years of age.

5. You will not share your password, let anyone else access your Tiptotem Account, or engage in any activity that might jeopardize the security of your Tiptotem Account.

6. If you select a publicly viewable User name for your Tiptotem Account that differs from your real legal name (a “Nickname”), which you have given us at the time we verify your identity in accordance with the AML Policy, we reserve the right to remove or reclaim your Nickname if we deem it appropriate to do so.

7. You consent to having your personal data transferred to and processed in the United States.

B. Control by Tiptotem

You acknowledge and agree that Tiptotem has ownership and control over all content posted to www.tiptotem.com and may amend or delete material posted by you and other Users or visitors at any time, including in connection with any violation of the Permissible Use Policy. You hereby authorize Tiptotem to delete or amend any content you post to www.tiptotem.com, including material posted to your Tiptotem Account or, to the extent Tiptotem deems necessary, in its sole discretion, to protect other Tiptotem Users, or instructions contained in a TTI, at any time.

C. Records Relating to Your Tiptotem Account

You may view records regarding your account activity by logging into your Tiptotem Account. Additional records regarding payments you process may be made available by the Personal FI that maintains your Source Account and/or Payout Account, in accordance with any agreement you may have with such Personal FI.

Tiptotem will provide confirmations related to your account activity, including in connection with any TTI you issue or as to which you are the Beneficiary, within your “Wallett” in your Tiptotem Account. You acknowledge and agree that Tiptotem does not maintain printed records of your account activity and will not provide such records to you in hard copy.

D. No Guarantee of User Identity

You acknowledge and agree that although Tiptotem may verify the identity of each User in accordance with the AML Policy, Tiptotem does not guarantee the true identity of any User that you designate as the Beneficiary of a TTI.

E. Source Accounts

Each User that wishes to originate a TTI must provide Tiptotem with information identifying a personal credit card financial account owned by such User from or against which funds may be withdrawn, debited, and/or charged (a “Source Account”). Each User that wishes to receive funds in connection with a TTI must provide Tiptotem with a bank account number and relevant bank routing number that identifies a bank account owned by such User to which funds may be deposited and/or credited (a “Payout Account” and, a financial institution controlling any such Payout Account or Source Account, a “Personal FI”). Users acknowledge and agree that their Source Account and Payout Account may, but are not required to, be one and the same Personal FI of such User.

You acknowledge and agree to (i) provide Tiptotem with Source Account and, if applicable, Payout Account information prior to originating or receiving funds in connection with any TTI, and (ii) update such information in the event it becomes inaccurate or untrue at any time.

i. Linking Your Source Account and Payout Account

To link your Source Account and Payout Account to your Tiptotem account you must provide Tiptotem with relevant identifying information and any information Tiptotem may require to verify your ownership of such account. You acknowledge and agree that you may de-link your Source Account or Payout Account from your Tiptotem account at any time but that such action has no effect on any TTIs which you may have issued prior to the time you de-link your Source Account.

You acknowledge and agree that: (i) the terms and conditions of any payment that you elect to process using your Source Account will be governed by this Agreement, the Processing Agreement and the applicable user agreement between you and your Personal FI; and (ii) Tiptotem shall bear no responsibility to you or your Personal FI for any refund, reversal, chargeback, or claim with respect to any such payments. You agree to indemnify and hold Tiptotem harmless in connection with any dispute between you and any of your Personal FI or any other User or Personal FI of such other User regarding a TTI issued by Tiptotem for processing through or to your Source Account or Payout Account, as more fully described in Section XI below.

For the avoidance of doubt: (i) any funds that you may transfer in connection with a TTI do not pass to Tiptotem or through any account Tiptotem may own or control (such account, a “Tt Account”) but, rather, shall transfer directly from your Source Account to the Payout Account of the relevant Beneficiary in accordance with the terms of the Processing Agreement and your agreement with your Personal FI; (ii) you have no interest in any funds credited to any Tt Account; (iii) your agreement with your Personal FI regarding the account you maintain with such Personal FI for purposes of processing payments in connection with a TTI governs the processing of any funds you transfer in connection with a TTI; and (iv) you agree to indemnify Tiptotem against any claim your Personal FI may bring against Tiptotem in connection with any funds transfer you initiate through Tiptotem, as more fully described in Section XI below.

ii. Location of TTIs and Associated Funds Transfers

You acknowledge and agree that each TTI you issue and with respect to which you may be named as a Beneficiary, including any funds transfer associated with any such TTIs, are located in and governed by the law of the State of New York without giving effect to conflict of laws provisions thereof.

iii. Not a licensed financial institution

You acknowledge and agree that Tiptotem: (i) is not a licensed financial institution; (ii) does not act as a transmitter of money; (iii) has no custody of any funds with respect to which you may have issued a TTI or be named as a Beneficiary of a TTI; and (iv) acts merely as your agent in delivering TTIs for execution by Dwolla, Inc. ("Dwolla").

F. Closing Your Tiptotem Account

Provided that you have no Accrued But Unpaid Fees and there are no incomplete TTIs respecting your Tiptotem Account, you may close your Tiptotem Account at any time. Notwithstanding the foregoing, you acknowledge and agree that closure of your Tiptotem Account does not limit your liability in respect of Accrued But Unpaid Fees or any other obligations you may have under this Agreement.

G. Tiptotem Collectives

A “Collective” consists of one or more Tiptotem Users. The content associated with a Collective is controlled by the User that establishes the Collective (the “Collective Admin”). Tiptotem Users may join or disassociate from a Collective at any time in accordance with terms separately agreed between such Users and the Collective Admin. You hereby represent and warrant that you hold no supervisory authority granted to you by your place of employment over any User that is a member of any Collective of which you are a member which would, under applicable state law, prohibit your sharing of gratuities with other members of such Collective.

You acknowledge and agree that: (i) any TTI with respect to which a User has identified a Collective as the Beneficiary shall be distributed to the Users that are members of the Collective on a pro-rata basis unless a different distribution has been established by the Collective Admin for such Collective; (ii) members of a Collective that have not established Payout Account information at the time a TTI has been processed with respect to such Collective will be excluded from the pro-rata distribution to such Collective for such TTI; (iii) any dispute that may arise between members of a Collective with respect to a TTI or any other matter respecting such Collective shall be resolved between you and such other Users alone; (iv) Tiptotem shall not be liable for any failure of the Collective Admin or the members of the Collective to reach agreement as to the relative share in the distribution of funds to such Collective in respect of a TTI; and (v) you shall have no recourse to Tiptotem in any way with respect to any disputed payment claim as between members of a Collective.

III. Tiptotem Transfer Instructions

A Tiptotem Transfer Instruction (“TTI”) is an instruction created by a Tiptotem User (a “Payor”) to transfer funds in a specified amount from the Payor’s Source Account to the Payout Account of the Tiptotem User specified in such TTI (the “Beneficiary”). At the time a transfer under a TTI is complete, Tiptotem will record the funded amount as paid over to the Beneficiary’s Payout Account and Tiptotem will notify the Beneficiary and Payor that the TTI is complete.

With respect to each TTI a Payor creates for a Beneficiary, Tiptotem acts as the Payor’s and Beneficiary’s agent in delivering such TTI to Dwolla for execution in accordance with the Processing Agreement and the Personal FI controlling Payor's Personal FI and Beneficiary's Personal FI, and you hereby authorize Tiptotem to deliver TTIs that you originate for execution.

You acknowledge and agree that only Users whose Source Account and/or Payout Account information has been verified in accordance with the AML Policy may issue TTIs or be named as Beneficiary with respect to a TTI.

A. No Reversal of Transactions

You agree that, in the absence of fraudulent activity which directly results in monetary damage to you, each TTI you issue for a Beneficiary is a non-refundable and non-reversable instruction to transfer funds from your Source Account to the Beneficiary. As provided in further detail in Section XI of this Agreement, you agree not to hold Tiptotem liable for: (i) the return, reversal, refunding, cancellation, or withdrawal of any payment made, or (ii) any damages you incur, directly or indirectly, in connection with a TTI.

B. Insufficient Funds in Source Account

In the event the funds in your Source Account are insufficient to satisfy the funding needs and any applicable Fees required in connection with a TTI, you acknowledge and agree that: (i) the funding and/or rejection of such TTI by your Personal FI will be governed by the Processing Agreement; and (ii) you will be liable to Tiptotem for any charges and/or penalties of any kind incurred by Tiptotem in connection with such TTI. Any such charges constitute Accrued But Unpaid Fees and you acknowledge and agree that Tiptotem may exercise, in Tiptotem’s sole discretion, any rights provided it in this Agreement to obtain all Accrued But Unpaid Fees from you in the event you fail to satisfy your obligations to Tiptotem in respect of such Accrued But Unpaid Fees within 5 business days following such rejected TTI.

C. Limits Policy

Tiptotem may impose single-transaction and aggregate daily, monthly, and annual limits on the amount of funds for which you may issue a TTI (a “Payment Request Limit”) and amounts you may receive from other Tiptotem Users pursuant to a TTI (a “Funds Receipt Limit”) at any time. Tiptotem may modify the Limits Policy at any time and such amended Limits Policy, including any applicable limits, shall be posted in this Section III.C of this Agreement.

You acknowledge and agree that: (i) Tiptotem may suspend your ability to issue a TTI or receive funds pursuant to a TTI for the remainder of the applicable daily, monthly, or annual limit cycle at the time you exceed the limits set forth in this Limits Policy; and (ii) Tiptotem may impose special Fund Receipt Limits or Payment Request Limits on you to the extent Tiptotem deems it reasonable in its sole discretion to limit AML risk in accordance with the AML Policy.

D. No Goods Sold Between Users

You represent and warrant that, with respect to any User or Collective that you have designated as the Beneficiary of a TTI you originate through Tiptotem: (i) you are personally acquainted with such User or Collective; (ii) you have interacted with such User or Collective in person (“offline” and “face-to-face”); and (iii) the funds you seek to transfer to such User or Collective in connection with such TTI is not a payment to such User or Collective in respect of goods sold to you by such User or Collective. You acknowledge and agree that Tiptotem does not provide any invoicing system for Users in connection with any merchant activities that Users may engage in, and Tiptotem does not provide Tiptotem Services as a means to facilitate Users’ merchant activities.

E. Reporting and Payment of Taxes Are Your Responsibility

You acknowledge and agree that: (i) Tiptotem is not your employer and you are not an independent contractor of Tiptotem; (ii) Tiptotem acts solely as your agent in delivering a TTI to Dwolla for execution with respect to all payments you make or receive in connection with a TTI; (iii) Tiptotem has no knowledge of or connection with any activities in respect of which you may originate a TTI; (iv) it is your responsibility to determine whether taxes apply to the payments you make or receive in connection with a TTI and to collect, report and remit the correct tax, if any, to the appropriate tax authority; and (v) Tiptotem does not report information to any municipal, state, or federal government authority or collect, withhold or pay any tax to any such authority with respect to any individual tax liability you may have in connection with a TTI.

IV. Your Processing Agreement

A. Withdrawal of Funds From Your Source Account

You acknowledge and agree that: (i) Tiptotem has no control over your access to funds within your Source Account or Payout Account and that your ability to access, transfer, withdraw, or otherwise dispose of funds held within your Source Account or Payout Account is governed solely by the agreement between you and your Personal FI with respect to such Source Account or Payout Account; and (ii) you, as a Beneficiary of a TTI, have no ownership interest in funds identified as pending distribution to your Payout Account until such time as Dwolla has completed a transfer of such funds to your Payout Account in accordance with the Processing Agreement and the terms governing your Payout Account and the Source Account of the Payor with respect to such TTI.

Tiptotem has contracted with Dwolla for payment processing services in connection with all TTIs. Whenever you are using Tiptotem Services and each time you (i) connect your Source Account or Payout Account; or (ii) issue or are named as Beneficiary with respect to a TTI, you are hereby deemed to have agreed to (x) the terms applicable to "White Label" accounts provided by Dwolla, (y) the Dwolla Terms of Service available at: https://dwolla.com/legal/tos?whitelabel, and (z) Dwolla's Privacy Policy available at: https://www.dwolla.com/legal/privacy?whitelabel ((x) through (z), collectively, the “Processing Agreement”). Any TTIs processed in accordance with this Agreement and the Processing Agreement are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize Tiptotem and Dwolla to share between themselves your identity and account data for the purposes of opening and supporting your Processing Agreement, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Processing Agreement through Tiptotem only, and any account notifications related to your Processing Agreement will be sent by Tiptotem, not Dwolla. Tiptotem will provide customer support for your Processing Agreement in accordance with Section XII.D of this Agreement.

B. Accrued But Unpaid Fees

With respect to any Fees you may have accrued but not yet paid and that are due to Tiptotem in consideration of any Tiptotem Services, including any applicable Bank Service Fees (“Accrued But Unpaid Fees”), and which have been due and outstanding for a period of 5 business days or longer, you hereby authorize Tiptotem to issue a TTI, in your name, to transfer funds from your Source Account to Tiptotem in satisfaction of such Accrued But Unpaid Fees.

C. Security Interest In Respect of Accrued But Unpaid Fees

To secure your performance of this Agreement, you hereby grant Tiptotem a lien on and security interest in any funds you may have credited to any Tt Account to the extent of any Accrued But Unpaid Fees.

V. Fees Applicable to TTIs

A. Processing Fees

You hereby agree to pay to Tiptotem and any applicable third party identified below certain fees in connection with your Source Account and Payout Account and any TTI you issue or as to which you may be designated as a Beneficiary (“Processing Fees” and any schedule of Processing Fees as listed in this Section V, the “Fees Policy”). Tiptotem may modify the Fees Policy at any time and such amended Fees Policy, including any applicable limits, shall be posted in this Section V.

You acknowledge and agree that your Personal FI may charge you fees with respect to your Source Account and Payout Account and any payment transfers processed by such Personal FI with respect to a TTI you issue through Tiptotem, and you agree to satisfy your obligations to such Personal FI with respect to such fees. You further acknowledge and agree that you shall have no recourse against Tiptotem in respect of such fees or any liabilities of any kind that you may have to your Personal FI with respect to services provided to you in respect of such TTIs.

B. Bank Service Fees

You hereby agree to pay to Tiptotem, and indemnify Tiptotem against, any fees, fines, penalties, reversals, chargebacks, and any and all costs imposed by your Personal FI with respect to your Source Account or Payout Account and any TTI you issue or as to which you have been designated as a Beneficiary (“Bank Service Fees” and, together with Processing Fees, “Fees”). You hereby appoint Tiptotem as your agent in collecting from you any Bank Service Fees that may be due from you to Tiptotem.

C. Service Fees and Open Shop Dividends

You hereby agree that Tiptotem may deduct from each payment you receive in connection with a TTI a service fee of twenty-five cents ($0.25) or two percent (2%), whichever is greater, of the value of any TTI in excess of five dollars ($5), which fee may be adjusted from time to time by Tiptotem to reflect your use of Tiptotem Services (“TTI Service Fee”) as consideration for Tiptotem having connected you with the Payor originating such TTI for your benefit. Tiptotem may waive the TTI Service Fee at any time in its sole discretion.

You acknowledge that any reimbursement to you of such TTI Service Fees in the form of "open shop dividends" or such other incentive-for-use-based payment program (“Dividends Policy”) paid to you by Tiptotem is payable in Tiptotem's sole discretion on terms to be determined by Tiptotem at such time as such Dividends Policy is established.

VI. Conditions on Use of Tiptotem Intellectual Property

A. License Grant by Tiptotem

Tiptotem hereby grants you a limited nonexclusive personal license to use Tiptotem IP. You may not rent, lease or otherwise transfer your right to use Tiptotem IP or your Tiptotem Account to a third party. You must comply with the use requirements prescribed by any documentation provided to you by Tiptotem regarding Tiptotem IP; in the event of any violation of such use requirements you will be liable for all damages directly or indirectly caused thereby and suffered by you, Tiptotem, any other Tiptotem User and any third party. You may not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to re-create any source code for Tiptotem IP. You acknowledge that all rights, title and interest in Tiptotem IP are owned by Tiptotem.

B. License Grant by You

By submitting any content (including without limitation, any photograph, words, pictures, or symbols) to Tiptotem, you hereby grant Tiptotem a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform, adapt, modify, sell, distribute, and promote such content in any form, in all media now known or hereinafter created and for any purpose, subject to the Privacy Policy. You represent and warrant that you have sufficient rights to grant Tiptotem this license.

C. “Tiptotem IP”

Tiptotem IP” includes (but is not limited to): “www.tiptotem.com,” “Tiptotem,” and all related logos, products and Tiptotem Services provided by Tiptotem through an App or Tiptotem’s website. Certain Tiptotem IP benefits from trademark protection. You may not copy, imitate or use Tiptotem IP without Tiptotem’s prior written consent. All page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Tiptotem.

VII. Permissible Use Policy

A. Permissible Uses

You agree to use Tiptotem Services and to issue or receive funds in connection with a TTI only with respect to activities that are lawful in the jurisdiction in which you and the Tiptotem User for the benefit of whom you issue a TTI are located.

B. Content Restrictions

You acknowledge and agree that you are solely responsible for any content that you submit, post or transmit to Tiptotem. You may not post or submit any content that: infringes the copyright, trademark, or other intellectual property rights of any person; is defamatory; contains nudity or sexually explicit content, or is otherwise obscene; may disparage any ethnic, racial, sexual, religious, or other group by stereotypical depiction or otherwise; depicts individuals under 18 years of age; depicts or advocates the use of illicit drugs; makes use of offensive language or images; characterizes violence as acceptable, glamorous or desirable; or provides a link to any other websites.

C. Prohibited Activities

In connection with your use of the Tiptotem website, your Tiptotem account, Tiptotem Services, or any TTI, you agree that you will not:

1. Breach this Agreement or any Policy included herein; violate any law, statute, ordinance, or regulation; infringe any copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy of Tiptotem or any Tiptotem User or other third party; use Tiptotem to pay or receive funds in connection with counterfeit goods or to promote the sale thereof; act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; provide false, inaccurate or misleading information; refuse to cooperate in verification of your identity; use an anonymizing proxy; or control an account that is linked to another account that has engaged in any of these prohibited activities;

2. Conduct yourself or use the services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties or other liability to Tiptotem, a Tiptotem user, a third party or you; allow your Account to have a negative balance; or

3. Disclose or distribute information regarding other Users (including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers) to a third party or, subject to Tiptotem’s Privacy Policy, use such information for marketing purposes unless you receive the relevant User’s written consent to do so; infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights; impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; send unsolicited email to a User or use the services to collect payments for sending, or assisting in sending, unsolicited email to third parties; take any action that imposes an unreasonable or disproportionately large load on Tiptotem’s website; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use any robot, spider, other automatic device, or manual process to monitor or copy our website; use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or Tiptotem Services; take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers; or use Tiptotem Services to test credit card behaviors.

D. Violation of Permissible Use Policy

At any time, for any suspected violation of this Agreement, the Permissible Use Policy, the Privacy Policy, or the AML Policy, Tiptotem may suspend or terminate your account or: (i) limit your access to your Tiptotem Account or Tiptotem Services; (ii) contact other Tiptotem Users with whom you have interacted using Tiptotem Services; (iii) contact your Personal FI, and warn other Users or impacted third parties regarding such violation or suspected violation; (iv) notify law enforcement of your activities; (v) update inaccurate information you have provided us; (vi) decline disbursement of funds credited to your Tiptotem Account for up to 180 days if reasonably needed to protect against risk of liability; and (vii) take legal action against you to remedy any harm you may have caused Tiptotem, any Tiptotem User, or any third party.

E. Reporting Misconduct

If you believe any Tiptotem User or visitor is acting or has acted inappropriately, including but not limited to offensive, violent or sexually inappropriate behavior, or who engages in any other disturbing conduct, you should report the activities of such User or visitor to us.

VIII. AML Policy

A. Statement of Tiptotem AML Policy

It is Tiptotem’s policy to take reasonable steps to prevent money laundering and activity that may facilitate money laundering as well as the funding of terrorist or criminal activities. Money laundering is generally defined as engaging in acts designed to conceal or disguise the true origins or ownership of the proceeds of illegal activities, such as fraud, theft, corruption, drug trafficking or other crimes, in order to avoid detection so that the unlawful proceeds appear to be derived from legitimate origins or constitute legitimate assets. The funding of terrorist or criminal activities involves an attempt to conceal the intended use of funds for criminal purposes. The term “money laundering” is used broadly to refer to both money laundering and funding of terrorist and criminal activities.

B. Enforcement of AML Policy by Tiptotem

You agree that Tiptotem may enforce this AML Policy through any reasonable means, including by: (i) limiting the provision to you of Tiptotem Services; (ii) requesting further identity verification information from you or from your Personal FI before you may establish a Tiptotem Account; (iii) suspending your Tiptotem Account; (iv) canceling or reversing any TTI you issue or as to which you are Beneficiary; or (v) withholding from you any funds credited to your Tiptotem Account.

C. Verification of Tiptotem Users’ Identity

When you open a Tiptotem Account and elect to send or receive funds in connection with a TTI, we may ask for certain information to verify your identity, which may include your current or prior postal addresses, information regarding your Source Account or accounts you may have at other financial institutions, date of birth, social security number or any other information Tiptotem reasonably requires to identify you (collectively, “CIP Information”), and you agree to provide such information on request.

You authorize Tiptotem directly or through a third party customer identification program vendor (“AML/CIP Vendor”) to make any inquiries necessary to verify your identity. This may include asking you for additional or clarifying information, including but not limited to confirmation of: your email address; your postal address; information relating to your Personal FI; information relating to the business at which you work; any information about you on file with third party vendors of personally identifiable information.

You acknowledge and agree that any information Tiptotem obtains about you in connection with the verification of your identity is for Tiptotem’s customer identification process and may be shared with any third party to the extent necessary to comply with any procedures that may reasonably be required by Tiptotem or such third party regarding the verification of identity of Users that rely upon Tiptotem Services in connection with such Users’ TTIs.

D. Inability of Tiptotem to Verify User Identity

You acknowledge and agree that if Tiptotem is unable to form a reasonable belief as to your true identity, Tiptotem will not authorize you to issue TTIs or be named as Beneficiary with respect to a TTI issued by another Tiptotem User.

You agree that Tiptotem may notify law enforcement authorities in the event that: (i) Tiptotem is unable to form a reasonable belief as to your true identity; or (ii) you have intentionally provided misleading information regarding your identity, and, in either case, Tiptotem believes that you may be involved in unlawful activities in connection with your Tiptotem Account.

E. Monitoring of Users For AML Risk

Tiptotem monitors User activity for changing levels of AML risk in Tiptotem Accounts. At any time, Tiptotem may determine that a User poses a higher AML risk because of the User’s activity, anticipated or actual TTI volume and transaction values, or TTIs initiated in varying localities involving high-risk jurisdictions (“Heightened AML Risk”). In the event Tiptotem determines that you pose a Heightened AML Risk, you agree that Tiptotem may (i) require more information or documentation from you in connection with the verification of your identity, (ii) implement increased scrutiny of the activity in your Tiptotem Account, or (iii) suspend or terminate your authorization to issue TTIs or be named as Beneficiary with respect to a TTI.

Tiptotem conducts periodic reviews of Tiptotem Accounts to ensure the accuracy of information regarding all Tiptotem Users. You agree to comply with any request of Tiptotem at any time for information regarding the activities in your Tiptotem Account; in the event of any delinquency on your part to fulfill such request for information, you acknowledge and agree that Tiptotem may take any action specified in Section B of this AML Policy or Section XI of this Agreement.

F. Suspicious Activity

Tiptotem may monitor the activity in your Tiptotem Account using risk-based principles. With respect to any TTI that does not appear to have a lawful or legitimate economic or business purpose (a “Suspect TTI”), you agree that Tiptotem may cancel such TTI and/or limit your ability to withdraw funds to your Source Account and may take any action specified in Section B of this AML Policy or Section XI of this Agreement.

Tiptotem reviews and investigates Suspect TTIs and, where warranted in the sole discretion of Tiptotem, Tiptotem may contact appropriate government, regulatory or law enforcement authorities in accordance with applicable law and regulation to report such Suspect TTI. Tiptotem is under no obligation to notify you of any action Tiptotem may take in respect of a Suspect TTI. You hereby waive all right of privacy and confidentiality of information with respect to any information in the possession of Tiptotem regarding you that is related to any Suspect TTI.

G. Recordkeeping

Tiptotem creates written and electronic records regarding the activity in your Tiptotem Account, the monitoring of such activity, the verification of your identity, and all TTIs and maintains such records in accordance with applicable laws, rules and regulations. You acknowledge that such records may be provided to a law enforcement agency or regulatory authority on request.

IX. Privacy Policy

This Privacy Policy describes Tiptotem’s policies on the collection, use, and disclosure of information you provide us in connection with Tiptotem Services.

We may store the information you submit to or through Tiptotem (“Tiptotem Data”). Tiptotem Data (including your name and any photographs of you, but excluding, in Tiptotem's sole discretion, certain personal identifying information and account information relating to your Personal FI), and other content you post to Tiptotem are meant for public consumption. You acknowledge and agree that Tiptotem may display Tiptotem Data on Tiptotem and further distribute it to a wider audience through third party sites and services.

You may manage your email preferences and modify certain information associated with your Tiptotem Account, but you cannot opt out of receiving certain administrative or legal notices from Tiptotem, including related to your Processing Agreement. If you feel that an unauthorized account has been created depicting you or your likeness, please notify us at legal@tiptotem.com.

A. Information We Collect

In addition to Tiptotem Data, we also collect and store information from and about you in relation to your use of Tiptotem Services. We use this information to analyze and track User behavior, personalize your experience, associate it with other information about you, and may use it to display relevant advertising.

We may collect and store information related to you and your use of Tiptotem Services, such as your browser type, IP address, unique device identifier, the phone numbers and names of businesses that you call through www.tiptotem.com, requested URL, referring URL, browser language, the pages you view, and the date and time of your visit.

i. Location

We may collect and store information about your location if you enable your computer or mobile device to send us location information. You may be able to change the settings on your computer or mobile device to prevent it from providing us with such information.

ii. Cookies

We may use cookies, web beacons, local shared objects, and similar technology in connection with your use of Tiptotem Services (“Cookies”). Cookies may have unique identifiers, and reside, among other places, on your computer, your App, in emails we send to you, and on our web pages. Cookies may transmit information about you and your use of Tiptotem Services, such as your browser type, search preferences, data relating to advertisements that have been displayed to you or that you have clicked on, and the date and time of your use. You may disable Cookies in your device or browser settings, but doing so may affect your ability to use Tiptotem Services.

B. Sharing of Tiptotem Data With Third Parties

Tiptotem does not rent, share, sell or trade personally identifiable information with third parties for their direct marketing purposes. However, Tiptotem does rely on third parties to assist in the provision of Tiptotem Services and may disclose certain Tiptotem Data to such third parties to facilitate the provision of Tiptotem Services. We may share information from or about you with subsidiaries, joint ventures, or other companies under common control, in which case we will require them to honor this Privacy Policy.

We may investigate and disclose information from or about you if we have a good faith belief that such investigation or disclosure is: (i) reasonably necessary to comply with legal process and law enforcement instructions and orders, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; (ii) helpful to prevent, investigate, or identify possible wrongdoing; or (iii) protect our rights, reputation, property, or that of our users affiliates, or the public.

C. Your Login Credentials In Respect of Your Tiptotem Account

To the extent you utilize login information from your personal account through any third party network, you agree that we may obtain data regarding you from such third party social network, in accordance with the terms governing sharing of such information with such network, and store such information as Tiptotem Data.

D. Retention and Destruction of Tiptotem Data Relating to your Tiptotem Account

You acknowledge and agree that the information we obtain from or about you may be processed and stored in the United States of America and may be kept as long as permitted or required under applicable law. If you terminate your Tiptotem Account, you agree that we may retain Tiptotem Data relating to your Tiptotem Account indefinitely to satisfy Tiptotem’s obligations under applicable law, including but not limited to: prevention, investigation, or identification of possible wrongdoing in connection with Tiptotem Services.

E. Children Are Not Permitted To Use Tiptotem Services

Tiptotem Services are intended for general audiences and are not directed to those under the age of 18. We do not knowingly collect personal information from individuals under the age of 18. If you become aware that an individual not of such minimum age has provided us with personal information without parental consent, please contact us. Tiptotem does not permit opening of a Tiptotem Account to any individual under the age of 18 and does not knowingly retain any Tiptotem Data regarding such individuals.

X. Security Policy

Tiptotem maintains identifying information and your Source Account information in secure form in accordance with this Security Policy. Tiptotem follows generally accepted industry standards to protect information you submit, both during transmission and once we receive it. No method of transmission over the Internet or via mobile device, or method of electronic storage, is 100% secure, however. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.

Tiptotem does not provide Beneficiaries with information regarding a Payor’s Source Account, and does not provide Payors with information regarding a Beneficiary’s Payout Account. In the event an unauthorized TTI posts to your Tiptotem Account, or if you need to suspend your account for any reason, please contact us immediately at legal@tiptotem.com.

XI. Termination of Agreement

A. Account Closure; Termination of Service; Limited Account Access

Tiptotem, in its sole discretion, reserves the right to terminate this Agreement, your access to your Tiptotem Account, or your permission to use Tiptotem Services for any reason and at any time. Tiptotem will provide you reasonable notice of such account closure or termination of this Agreement and provide for remittance to you of any unencumbered funds that may be due to you in respect of a TTI, subject to any withholding of such funds in the event of any violation or suspected violation of the Permissible Use Policy or AML Policy, or otherwise in accordance with the terms of this Agreement. You hereby grant Tiptotem a power of attorney to issue a TTI on your behalf to transfer such funds to your Source Account in the event of any such account closure or termination of this Agreement.

If we limit access to your Tiptotem Account, we will provide you with notice thereof and the opportunity to request restoration of access if appropriate.

B. Your Liability and Indemnity

You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability of any kind incurred by Tiptotem, a Tiptotem User, or a third party caused by or arising out of your breach of this Agreement, your use of Tiptotem Services, and any TTI you issue or with respect to which you are a designated Beneficiary. You agree to reimburse and indemnify Tiptotem and any applicable User or third party for any and all such liability.

You agree to defend, indemnify and hold Tiptotem, its officers, directors, employees and agents harmless from any claim or demand (including attorneys fees) made or incurred by any other User, any Personal FI, or any third party due to or arising out of your breach of this Agreement or your use of Tiptotem Services, including, without limitation, any claims that may be related to your rights or obligations under your agreement with the Personal FI that maintains your Source Account.

C. Limitation of Tiptotem Liability

Tiptotem shall not be required to pay or be liable to you or any third party for any special, incidental, consequential, indirect or punitive damages, opportunity costs or lost profits arising out of or in connection with Tiptotem Services, a TTI, or this Agreement, even if Tiptotem has been advised of the possibility of such damages, arising from or relating to: (a) your use or inability to use Tiptotem Services; (b) harm or damage to your property or that of a third party as a result of using Tiptotem Services; (c) disclosure of, unauthorized access to or alteration of your User content; (d) any harm to you caused in whole or part by another Tiptotem User or a third party in connection with Tiptotem Services; (e) statements, conduct or omissions of any Tiptotem User or a third party in connection with Tiptotem Services; or (f) the conduct of any individual in connection with the use of Tiptotem Services.

Any amounts that you may owe to any User or any third party and any liabilities you incur in respect of your use of Tiptotem Services or any TTI you issue may be satisfied solely from your assets.

Tiptotem is not liable for any failure or delay in performing obligations under this Agreement due to causes beyond Tiptotem’s reasonable control, including but not limited to acts of nature and power, internet, and email discontinuity.

In no event shall you have recourse, whether by setoff or otherwise, with respect to (i) any funds held within any Tt Account, or (ii) any disputed payment claim between you and Tiptotem, any User, or any other third party to or against any assets of Tiptotem or any Tt Account.

D. Release of Tiptotem

In the event of any dispute between you and one or more Users, you hereby release Tiptotem and its officers, directors, agents, and employees from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

E. Disputes

i. Notices Regarding Disputes or Complaints

If you would like to file a dispute or complaint with respect to any activity in your Tiptotem Account, any information included at www.tiptotem.com, any interaction you have had with any User or visitor to www.tiptotem.com, or any TTI you have issued or as to which you are Beneficiary, please send an email describing your dispute or complaint to legal@tiptotem.com,.

We will initiate an investigation of any dispute or complaint at the time we receive such dispute or complaint and complete such investigation within a reasonable period of time. We will advise you of the results of such investigation after completing our investigation. If we decide that there was no error, we will send you a written explanation.

ii. Arbitration

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $250,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties.

The ADR provider and the parties must comply with the following rules: (i) the arbitration may be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

iii. Law and Forum for Disputes

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to conflict of laws provisions thereof. With respect to any legal proceedings relating to this Agreement, each party irrevocably (i) submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City; (ii) waives any objection which it may have at any time to the laying of venue of any legal proceedings brought in any such court, waives any claim that such legal proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such legal proceedings, that such court does not have jurisdiction over such party; and (iii) agrees, to the extent permitted by applicable law, that the bringing of legal proceedings in any one or more jurisdictions will not preclude the bringing of legal proceedings in any other jurisdiction.

iv. No Waiver of Right; Waiver of Jury Trial

No indulgence or concession granted by Tiptotem and no omission or delay on the part of Tiptotem in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Each party hereby irrevocably waives any and all right to trial by jury in any legal proceedings.

XII. Miscellaneous

A. Entire Agreement; Severability; Assignment

This Agreement constitutes the entire agreement between you and Tiptotem, and supersedes all prior and contemporaneous understandings between you and Tiptotem regarding Tiptotem Services.

In the event that any one or more of the provisions contained in this Agreement is held invalid, illegal, or unenforceable in any respect under the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions under the law of such jurisdiction, and the validity, legality, and enforceability of such and any other provisions under the law of any other jurisdiction, shall not in any way be affected or impaired thereby.

You may not transfer or assign any rights or obligations you have under this Agreement. Tiptotem may transfer or assign this Agreement or any right or obligation Tiptotem has under this Agreement at any time.

B. No Warranty

Tiptotem and its employees, representatives, and agents provide Tiptotem Services as is and without any warranty or condition, express, implied or statutory. Tiptotem and its employees, representatives, and other agents specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

Tiptotem has no knowledge of or control over the products or services for which a TTI may have been issued and makes no warranty or guarantee with respect to such products or services.

Tiptotem makes no representations or warranties regarding the amount of time that any applicable Personal FI may require to complete the processing of a transaction in respect of a TTI. You acknowledge and agree that funds transfer processing in respect of each TTI is dependent upon factors outside the control of Tiptotem.

Tiptotem does not guarantee continuous, uninterrupted or secure access to any Tiptotem Services. Tiptotem makes no representations or warranties regarding the accuracy, completeness, reliability or timeliness of the content of www.tiptotem.com, including any information regarding or posted by Users, pricing, search results, User ratings and reviews. Tiptotem makes no endorsement of any User, service, or any other information posted by any User on www.tiptotem.com.

C. Third Party Beneficiaries

The provisions of this Agreement are entered into for the benefit of Tiptotem and its agents, employees and assigns and any Payment Processor with respect to any User’s Source Account, and each of them shall have the right to enforce such provisions of this Agreement directly against you to protect their interests. Except as stated in the preceding sentence, there shall be no third party beneficiaries to this Agreement.

D. Notices; General Inquiries

Tiptotem may provide notice to you by posting such notice at www.tiptotem.com or in your App or by mailing such notice to you at an address (email or otherwise) you have provided Tiptotem. Notice is deemed received by you within 24 hours of the time it is provided to you.

For inquiries regarding this Agreement or any Tiptotem Services please email Tiptotem at legal@tiptotem.com.